Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representative by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Global Market, or trading in securities generally on either 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 NASDFINRA; (ii) a general banking moratorium shall have been declared by any of 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 Underwriters Representative is material and adverse and makes it impracticable to market the Common 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 Underwriters Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representative and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First purchase of the Securities by the Underwriters on the Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Marketany exchange, or trading in securities generally on either the Nasdaq Stock 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, New York York, or California 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common 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 reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders Issuers to any Underwriter, except that the Company Issuers shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersIssuers, 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. Prior 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 this Agreement may be terminated by Xxxxxxxxxx Securities by notice given or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Company and Option Closing Date, as the Selling Stockholders case may be, if at any time (ii)(a) 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 Stock Market, Global Select Market or (b) trading in securities generally on either the The Nasdaq Stock 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 or 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and Underwriter to the Underwriters pursuant to extent provided in Sections 4 and 6 7 hereof, (b) any the Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNYSE, or trading in securities generally on either the Nasdaq 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, New York York, Maryland 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 financial, or economic conditions, as in the judgment of the Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, 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. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time (ia) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, National Market or trading in securities generally on either 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; (iib) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California 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 Underwriters Underwriter is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (ivd) in the reasonable judgment of the Underwriters Underwriter, there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, storm, accident or other calamity of such character as in the reasonable judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (ax) the Company or to the Selling Stockholders to any UnderwriterUnderwriters, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections 4 Section 5 and 6 Section 7 hereof, (by) any Underwriter the Underwriters to the Company or the Selling StockholdersCompany, 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. Prior to the First purchase of the Offered Shares by the Underwriter on the Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) (a) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market 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 or 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 Underwriters Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares completion of the offering contemplated hereby on the terms and in the manner and on contemplated in the terms described in Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters 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 (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any the Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either the Nasdaq Stock Market or the 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 or 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common 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 Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except to the extent that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersStockholders 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Jefferies and Xxxxxxx Xxxxx by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or California 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 Underwriters Jefferies and Xxxxxxx Xxxxx is material and adverse and makes it impracticable to market the Common 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 Underwriters Jefferies and Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNYSE, or trading in securities generally on either the Nasdaq 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, Connecticut or 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 reasonable judgment of the Underwriters Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (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 Underwriters 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 5 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, 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. Prior to the purchase of the Firm ADSs by the Underwriters on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders Shareholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNYSE, or trading in securities generally on either 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 NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common Shares Offered 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 reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersShareholders, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior For the period from and after the effectiveness of this Agreement and prior to the First Closing Date Date, this Agreement may shall be terminated subject to termination by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time during such period (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either of the Nasdaq Stock Market 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, New York York, Texas 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 Underwriters Underwriter, is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 ChangeChange 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 (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters may to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersUnderwriter, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this (a) This Agreement may be terminated at any time prior to the Closing solely: (i) by Xxxxxxxxxx Securities the mutual written consent of ARS and the Company; (ii) by notice given 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 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 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 do so as provided in Section 6.08; (b) This Agreement may be terminated after the 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 consummation of the IPO; or (ii) automatically and without action on the part of any party hereto if the IPO is not consummated within 15 New York City business days after the date of the Closing. (c) If this Agreement is terminated pursuant to this Section 12.01, the Merger will be 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 Certificate of 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 and the Selling Stockholders if at any time (i) trading or quotation in any advises ARS are required by the applicable laws of the Company's securities shall have been suspended or limited by State of South Carolina in order to rescind the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company 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 terminationMerger.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Xxxxxxxxx, Xxxxx and Cantor by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market 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, New York York, or California 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 Underwriters Xxxxxxxxx, Xxxxx and Xxxxxx is material and adverse and makes it impracticable to market the Common Shares Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Xxxxxxxxx, Xxxxx and Cantor there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock MarketExchange, or trading in securities generally on either 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 NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California 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 Underwriters is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms described in the Disclosure Package and the 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 (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the 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 insuredUnited States. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission, a State Commission or by the Nasdaq Stock MarketOTCBB, or trading in securities generally on either the Nasdaq Stock 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, New York or California authoritiesMinnesota 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 Underwriters Underwriter is material and adverse and makes it impracticable or inadvisable to market the Common Shares Units in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections 4 and 6 hereof, hereof or (b) any the Underwriter to the Company 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 terminationCompany.

Termination of this Agreement. Prior to the First Closing Date this Agreement may be maybe terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, Missouri 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersShareholders, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders Stockholder if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, Delaware 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders Stockholder to any Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersStockholder, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market 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, New York York, or California 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse Changechange, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, New Jersey 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company 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. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock MarketExchange, or trading in securities generally on either the Nasdaq 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, federal or 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common Shares Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Underwriter 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 Underwriters 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 11 9 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections 4 and 6 hereof, (b) any the Underwriter to the Company or the Selling StockholdersCompany, 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. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities any Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Global Select Market, or trading in securities generally on either the Nasdaq Stock 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, federal or 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 Underwriters such Underwriter is material and adverse and makes it impracticable to market the Common Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters 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 (vB) 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 Underwriters 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 11 shall be without liability on the part of of: (a) the Company or to the Selling Stockholders to any UnderwriterUnderwriters, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, ; (b) any Underwriter the Underwriters to the Company or the Selling Stockholders, 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. Prior to the First Closing Date this Agreement may be terminated by NationsBanc Xxxxxxxxxx Securities LLC by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company 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. Prior (a) The Underwriter shall have the right to the First Closing Date terminate this Agreement may be terminated by Xxxxxxxxxx Securities by giving notice given to the Company and the Selling Stockholders if as hereinafter specified at any time at or prior to the Closing Date, if (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, (iii) trading in the Company's securities ’s Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, tffp Global Market or trading in securities generally on either the Nasdaq Stock NASDAQ Global 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 federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New York or California authorities; (iii) there shall have occurred any outbreak or escalation 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 Underwriters is material and adverse and makes would make it impracticable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the reasonable judgment and/or delivery of the Underwriters there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and the judgment of the 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 insuredProspectus. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the First purchase of the Securities by the Underwriter on the Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock 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, North Carolina or 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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; (iv) in the reasonable judgment of the Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 12 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections 4 and 6 hereof, Section 5 or Section 8 hereof or (b) any the Underwriter to the Company or the Selling StockholdersCompany; 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. Prior (a) The 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 this Agreement Date, and the option referred to in Section 3(b), if exercised, may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if cancelled at any time prior to the Second Closing Date, if (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading in the Company's securities ’s Common Shares shall have been suspended or limited by the Commission Commission, The NASDAQ Stock Market or by the Nasdaq Stock Market, TSX or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the 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 state authorities or California authorities; 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 Underwriters Underwriters’ judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 insuredSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market 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 or 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections ‎Section 4 and 6 hereof, or ‎Section 7 hereof or (b) any the Underwriter to the Company 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNYSE Amex, or trading in securities generally on either 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 NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common 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 Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this (a) This Agreement may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if Merger abandoned at any time prior to the Effective Time: (i) trading By mutual consent of the Boards of Directors of each of the 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 losses, in the aggregate, up to the Storm 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 quotation 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 Company's securities prohibited actions described under Section 6 of this Agreement, or shall have been suspended materially violated any of the representations or limited by the Commission or by the Nasdaq Stock Marketwarranties contained herein, or trading in securities generally on either 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, New York or California authorities; (iii) if there shall have occurred taken place any outbreak event or escalation of national or international hostilities or any crisis or calamitydevelopment after the date hereof which materially and adversely affects the business, operations, or any change in properties of such other corporation; or (C) Such Constituent Corporation receives a Representation and Warranty Notice; (b) 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 event of the Underwriters 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 material and adverse and makes it impracticable to market made. In the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment event of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity termination of such character as in the judgment of the 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 this Agreement pursuant to Section 15(a)(i), this Section 11 Agreement shall be terminated and become void and have no effect, without any liability or obligation on the part of (a) the Company or the Selling Stockholders to any Underwritereither Constituent Corporation; provided, except however, that the Company nothing herein shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) relieve either party hereto of any party hereto liability for material breach of this Agreement or fraud, as the case may be, prior to any other party except that the provisions termination of Section 8 and Section 9 shall at all times be effective and shall survive such terminationthis Agreement.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Global Market, or trading in securities generally on either the Nasdaq Stock Global 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, New York or California 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common 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 Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representative by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Global Select Market, or trading in securities generally on either the Nasdaq Stock 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, 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 Underwriters Representative is material and adverse and makes it impracticable to market the Common 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 Underwriters Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representative and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either the Nasdaq 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, New Jersey 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters 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 Underwriters 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 11 12 shall be without liability on the part of (a) the Company or RGF LLC to the Selling Stockholders to any Underwriter, except that the Company and RGF LLC shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representative by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Global Select Market, or trading in securities generally on either 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, 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 Underwriters Representative is material and adverse and makes it impracticable to market the Common 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 Underwriters Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representative and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, Delaware 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersShareholders, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Jefferies and J.X. Xxxxxx by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or California 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 Underwriters Jefferies and J.X. Xxxxxx is material and adverse and makes it impracticable to market the Common 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 Underwriters Jefferies and J.X. Xxxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either the Nasdaq 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse Changechange, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date this Agreement may be maybe terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersShareholders, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders Stockholder if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock National Market, or trading in securities generally on either 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, New York York, Delaware 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or and the Selling Stockholders Stockholder to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or and the Selling StockholdersStockholder, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First purchase of the Offered Shares by the Underwriter on the Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market 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 or 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company 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. Prior (a) This Agreement shall ----------------------------- terminate upon the earliest to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if at any time occur of (i) trading the purchase by the Company of all Notes held by the Holders through one or quotation in any more Exchange Offers and/or Private Transactions and the payment or delivery of the Company's securities shall have been suspended or limited by consideration therefor set forth in Section 2 hereof, and the Commission or by execution and delivery of the Nasdaq Stock MarketIndemnity Agreement, or trading the Pledge and Security Agreement, the Registration Rights Agreement, the Share Appreciation Rights, consents to the Medium Power Asset Sale (in securities generally on either substantially the Nasdaq Stock Market or form of Exhibit G attached hereto), mutual releases (in substantially the New York Stock form of Exhibit H attached hereto) and the escrow agreement (as provided in Section 10(c) hereof, but only if there is an 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 NASDOffer); (ii) the commencement of a general banking moratorium shall have been declared case by or against the Company or any of federalFunding Party under Xxxxx 00, New York or California authorities; Xxxxxx Xxxxxx Code, (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 acceleration of the Underwriters is material and adverse and makes it impracticable obligations of the Company under the Senior Bank Facility prior to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; Medium Power Closing Date, (iv) in the reasonable judgment giving of notice by the Company required under Section 14 that the closing of the Underwriters there shall have occurred any Material Adverse Change; or second portion of the High Power Agreement will take place prior to the closing of the Medium Power Asset Sale, (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 Underwriters may interfere materially with the conduct of the business and operations failure of the Company regardless 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 whether 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 be extended to the date four business days after the date upon which such loss 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) Upon termination of this Agreement pursuant to any of 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 insured. Any termination purchased pursuant to this Agreement (a "Remaining Holder"), and any waivers delivered by the Company to any Remaining Holder under Section 11 10(b)(v) hereof, shall be without liability on null and void and of no force or effect whatsoever, except as expressly provided in Section 8(a)(iii); (ii) a Remaining Holder may exercise any rights and remedies it may have under the part Existing Agreements, applicable law or otherwise; (iii) any release delivered by a Remaining Holder under Section 8(c) shall be null and void and of no force or effect whatsoever; and (aiv) neither the Company or nor any of the Selling Stockholders Holders shall have any obligations under this Agreement to any Underwriterother Party hereto, except that as expressly provided in the Company shall be obligated to reimburse proviso at the expenses end of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or ------- Section 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. Prior to the First Closing Date this This Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, Delaware 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 Underwriters Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 11 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Underwriter to the Company or any person controlling the Selling StockholdersCompany, 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. Prior (a) The Representative shall have the right to the First Closing Date terminate this Agreement may be terminated by Xxxxxxxxxx Securities by giving notice given to the Company and the Selling Stockholders if 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 Second Closing Date, if (i) trading the Company or quotation in the Selling Stockholder shall have failed, refused or been unable, at or prior to such closing date, to perform any agreement on its or their part to be performed hereunder, (ii) any other condition of the Company's Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been suspended or limited by required, on the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market or the 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 federalfederal or state authorities, New York or California authorities; (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 Underwriters Representative’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 insuredSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market 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 or 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company 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. Prior to the First Closing Date this Agreement may be maybe terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, Market or trading in securities generally on either 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, 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Jefferies and Xxxxxxx Xxxxx by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either the Nasdaq 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or California 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 Underwriters Jefferies and Xxxxxxx Xxxxx is material and adverse and makes it impracticable to market the Common 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 Underwriters Jefferies and Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 ‎Section 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the accountable and actually incurred expenses of the Underwriters Representatives and the Underwriters pursuant to Sections ‎Section 4 and 6 hereof, or ‎Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market 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 or 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company 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. Prior to the First purchase of the Offered Shares by the Underwriter on the Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market 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 or 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company 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. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company [and the Selling Stockholders Stockholder] if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock National Market, or ; (ii) trading in securities generally on either 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; (iiiii) a general banking moratorium shall have been declared by any of federal, New York York, Florida or 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (ivv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company [or the Selling Stockholders Stockholder] to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company [or the Selling StockholdersStockholder], or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date this Agreement and the option referred to in Section 3(b), if exercised, may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if cancelled at any time prior to the Second Closing Date, if (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to such closing date, to perform any agreement on its part to be performed hereunder, (ii) any condition of the Company's securities Underwriter’s obligations hereunder is not fulfilled, (iii) trading in the Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, Market or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the 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 federalfederal or state authorities, New York or California authorities; (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 Underwriters Underwriter’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 insuredSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the First Closing Date this (a) This Agreement may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if Merger abandoned at any time prior to the Effective Time: (i) trading By mutual consent of the Boards of Directors of each of the 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 losses, in the aggregate, up to the Storm 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 quotation 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 Company's securities prohibited actions described under Section 6 of this Agreement, or shall have been suspended materially violated any of the representations or limited by the Commission or by the Nasdaq Stock Marketwarranties contained herein, or trading in securities generally on either 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, New York or California authorities; (iii) if there shall have occurred taken place any outbreak event or escalation of national or international hostilities or any crisis or calamitydevelopment after the date hereof which materially and adversely affects the business, operations, or any change in properties of such other corporation; or (C) Such Constituent Corporation receives a Representation and Warranty Notice; (b) 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 event of the Underwriters 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 material and adverse and makes it impracticable to market made. In the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment event of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity termination of such character as in the judgment of the 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 this Agreement pursuant to Section 15(a)(i), this Section 11 Agreement shall be terminated and become void and have no effect, without any liability or obligation on the part of (a) the Company or the Selling Stockholders to any Underwritereither Constituent Corporation; provided, except however, that the Company nothing herein shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) relieve either party hereto of any party hereto liability for material breach of this Agreement or fraud, as the case may be, prior to any other party except that the provisions termination of Section 8 and Section 9 shall at all times be effective and shall survive such terminationthis Agreement.

Termination of this Agreement. Prior 15.1 The FRANCHISOR will be entitled to terminate this AGREEMENT on written notice to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities by notice given to FRANCHISEE in the Company and the Selling Stockholders if at any time (i) trading or quotation in event of any of the Company's securities shall have been suspended or limited following: 15.1.1 The FRANCHISEE failing to pay to the FRANCHISOR, by the Commission due date, any sums due and owing to the FRANCHISOR hereunder and failing so to pay within 10 (ten) DAYS of written notice by or on behalf of the FRANCHISOR, 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 Nasdaq Stock MarketFRANCHISOR, 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 trading in securities generally on either is placed under a provisional or final winding-up or judicial management order or if the Nasdaq Stock Market or FRANCHISEE makes an assignment for the New York Stock Exchange shall have been suspended or limitedbenefit of any of its creditors, or minimum or maximum prices shall have been generally established on if the FRANCHISEE attempts to enter into any compromise with any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityits 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 United States management, ownership 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 control of the Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus FRANCHISED BUSINESS 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 (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as FRANCHISEE otherwise than in the judgment of the Underwriters may interfere materially accordance with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 8 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 Section 9 shall 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 effective within the sole discretion of the FRANCHISOR, it being understood that the FRANCHISOR will exercise his discretion in a reasonable manner and shall 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 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 BUSINESS SYSTEM will be for the account of the FRANCHISEE. 15.1.11 If the 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 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 written consent of the FRANCHISOR and such terminationconsent may be given on such conditions as the FRANCHISOR may deem 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 it remains in occupation of the PREMISES, forthwith change the appearance of the PREMISES both inside and outside, at its own cost, to the extent reasonably directed by FRANCHISOR, to prevent the PREMISES being mistaken in appearance by members of the public for a FRANCHISED BUSINESS or having any link with a FRANCHISED BUSINESS.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to the First Closing Date terminate this Agreement may be terminated by Xxxxxxxxxx Securities by giving notice given to the Company and the Selling Stockholders if as hereinafter specified at any time at or prior to the Closing Date, if (i) trading or quotation in any of the Company's securities ’s ADSs shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, NASDAQ Capital Market or trading in securities generally on either the Nasdaq Stock 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, New York state or California 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus PRC 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; other calamity or crisis, or (v) 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 Underwriters 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNYSE, or trading in securities generally on either the Nasdaq Stock Market 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, New York York, or California 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse Changematerial 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 (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 Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company or the Selling StockholdersCompany; 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. Prior (a) The Underwriter shall have the right to the First Closing Date terminate this Agreement may be terminated by Xxxxxxxxxx Securities by giving notice given to the Company and the Selling Stockholders if as hereinafter specified at any time at or prior to the Closing Date, if (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, (iii) trading in the Company's securities ’s Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, NASDAQ Global Market or trading in securities generally on either the Nasdaq Stock NASDAQ Global 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 federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New York or California authorities; (iii) there shall have occurred any outbreak or escalation 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 Underwriters is material and adverse and makes would make it impracticable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the reasonable judgment and/or delivery of the Underwriters there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and the judgment of the 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 insuredProspectus. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the First Closing Date this This Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, National Market or trading in securities generally on either the Nasdaq Stock 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, 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 Underwriters Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Ordinary Shares in the manner and on the terms described contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Underwriter to the Company or any person controlling the Selling StockholdersCompany, 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Jefferies, RBC and Xxxxxxx Xxxxx by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either the Nasdaq Stock 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, federal or 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 Underwriters Jefferies, RBC and Xxxxxxx Xxxxx is material and adverse and makes it impracticable to market the Common 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 reasonable judgment of the Underwriters Jefferies, RBC and Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the purchase of the Firm Securities by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or California 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 reasonable judgment of the Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date this Agreement may be maybe terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, Delaware 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company 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. Prior (a) The 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 this Agreement Date, and the option referred to in Section 3(b), if exercised, may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if cancelled at any time prior to the Second Closing Date, if (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to such closing date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Company's Underwriter’s obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been suspended or limited by required, on the Commission or by the Nasdaq NASDAQ Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the 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 federalfederal or state authorities, New York or California authorities; (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 Underwriters Underwriter’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 insuredSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock MarketExchange, or trading in securities generally on either 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, 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders Shareholders to any the Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections 4 and 6 hereof, (b) any the Underwriter to the Company or the Selling StockholdersShareholders, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, Delaware, Texas 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this (a) This Agreement may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if Merger abandoned at any time prior to the Effective Time: (i) trading By mutual consent of the 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 Section 11(b), the parties cannot reasonably restructure the Merger to achieve or quotation 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 of the Company's securities prohibited actions described under Section 7 of this Agreement, or shall have been suspended materially violated any of the representations or limited by the Commission or by the Nasdaq Stock Marketwarranties contained herein, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange if there shall have been suspended taken place any event or limiteddevelopment after the date hereof which materially and adversely affects the business, operations, or minimum or maximum prices shall have been generally established on any properties of such stock exchanges by the Commission or the NASDother Constituent Corporation; or (iiD) such Constituent Corporation receives a general banking moratorium shall have been declared by any of federal, New York or California authorities; Representation and Warranty Notice. (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityBy Xxxxxxxxx, or any change in the United States or international financial markets, or any substantial change or development involving event Arlington is informed by its reinsurer that proceeding with the Merger will adversely impact Arlington’s ability to obtain a prospective substantial change in United States' or international political, financial or economic conditions, as in reinsurance contract satisfying the judgment requirements of chapter 612 of Wisconsin Statutes of calendar year 2025. (b) In the event of the Underwriters termination of this Agreement under Section 15(a)(ii), 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 material and adverse and makes it impracticable to market made. In the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment event of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity termination of such character as in the judgment of the 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 this Agreement pursuant to Section 15(a)(i), this Section 11 Agreement shall be terminated and become void and have no effect, without any liability or obligation on the part of (a) the Company or the Selling Stockholders to any Underwritereither Constituent Corporation; provided, except however, that the Company nothing herein shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) relieve either party hereto of any party hereto liability for material breach of this Agreement or fraud, as the case may be, prior to any other party except that the provisions termination of Section 8 and Section 9 shall at all times be effective and shall survive such terminationthis Agreement.

Termination of this Agreement. Prior to the First purchase of the Offered Shares by the Underwriter on the Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders Stockholder if at any time time: (i) (a) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market 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 or 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 Underwriters Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares completion of the offering contemplated hereby on the terms and in the manner and on contemplated in the terms described in Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters 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 (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders Stockholder to any the Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company or the Selling StockholdersStockholder; 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. Prior to the purchase of the Firm ADSs by the Underwriters on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Global Market, or trading in securities generally on either 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 NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, the PRC or California 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common Shares Offered 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 reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, 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. Prior to the First Closing Date this Agreement may be maybe terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, Arizona 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersShareholders, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Jefferies and XX Xxxxx by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNYSE, or trading in securities generally on either the Nasdaq Stock Market 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, New York York, Delaware or California 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 Underwriters Xxxxxxxxx and XX Xxxxx is material and adverse and makes it impracticable to market the Common Shares Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Jefferies and XX Xxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Xxxxxxxxx and XX 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC 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, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial financial, or economic conditions, as in the judgment of the Underwriters is material and adverse and makes it impracticable to market the Common Offered Shares in the manner and on the terms described in the 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 (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the 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 11 9 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the all expenses of the Underwriters and the Underwriters pursuant to Sections 4 Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Representative by notice given to the Company and the Selling Stockholders if at any time (i) 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 ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either the Nasdaq 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, 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 Underwriters Representative is material and adverse and makes it impracticable to market the Common Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (ivvi) in the reasonable judgment of the Underwriters Representative there shall have occurred any Material Adverse Change; or (vvii) 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 Underwriters Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representative and the Underwriters pursuant to Sections 4 Section 5 and 6 6(a) hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Representative by notice given to the Company and and, the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketSecurities Exchange, or trading in securities generally on either the Nasdaq Stock Market 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, federal or 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 Underwriters Representative is material and adverse and makes it impracticable to market the Common 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 Underwriters Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNYSE, or trading in securities generally on either the NYSE or the Nasdaq Stock Market or the New York Stock Exchange LLC shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware 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 financial, or economic conditions, as in the judgment of the Underwriters Representatives is material and adverse and makes it impracticable to market the Common Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 Section 5 (“Payment of Expenses”) and Section 6 (“Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company 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. Prior (a) The 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 this Agreement Date, and the option referred to in Section 3(b), if exercised, may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if cancelled at any time prior to the Second Closing Date, if (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any condition of the Company's securities Underwriter’s obligations hereunder is not fulfilled, (iii) trading in the Common Stock shall have been suspended or limited by the Commission or by the Nasdaq The NASDAQ Stock Market, Market or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the 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 federalfederal or state authorities, New York or California authorities; (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 Underwriters Underwriter’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 insuredSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior (a) The Underwriter shall have the right to the First Closing Date terminate this Agreement may be terminated by Xxxxxxxxxx Securities by giving notice given to the Company and the Selling Stockholders if as hereinafter specified at any time at or prior to the Closing Date, if (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, (iii) trading in the Company's securities ’s Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, NASDAQ Capital Market or trading in securities generally on either the Nasdaq Stock 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 federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New York or California authorities; (iii) there shall have occurred any outbreak or escalation 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 Underwriters is material and adverse and makes would make it impracticable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the reasonable judgment and/or delivery of the Underwriters there shall have occurred any Material Adverse Change; or (v) Securities as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and the judgment of the 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 insuredProspectus. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Jefferies and Xxxxx Xxxxxxx by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or California 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 Underwriters Jefferies and Xxxxx Xxxxxxx is material and adverse and makes it impracticable to market the Common 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 Underwriters Jefferies and Xxxxx Xxxxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, Market or trading in securities generally on either 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, New York York, Georgia 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 good faith judgment of the Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable good faith judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the good faith judgment of the 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersShareholders, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock MarketExchange (the "NYSE"), or trading in securities generally on either the Nasdaq NYSE, the American Stock Market 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, federal or New York authorities or California authoritiesa 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 Underwriters 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 Common Shares in the manner and on the terms described contemplated in the 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 (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 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 insuredProspectus. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Company or the Selling Stockholders Notes Guarantors to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, hereof or (b) any Underwriter to the Company 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 terminationNotes Guarantors.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to the First Closing Date terminate this Agreement may be terminated by Xxxxxxxxxx Securities by giving notice given to the Company and the Selling Stockholders if as hereinafter specified at any time at or prior to the Closing Date, if (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to the Closing Date, to perform any agreement on its or their part to be performed hereunder, (ii) any condition of the Underwriter’s obligations hereunder is not fulfilled, (iii) trading in the Company's securities ’s Common Stock shall have been suspended or limited by the Commission or by the Nasdaq The NASDAQ Global Select Market Stock Market, Market or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the 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 Global Select 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 federalfederal or state authorities, New York or California authorities; (iiivi) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamityact of terrorism involving the United States, or any change in the United States or international financial 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 reasonable judgment of the Underwriters Underwriter, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 insuredSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 8 4(h) and Section 9 6 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Underwriter and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date this Agreement may be maybe terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, New Jersey 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq American Stock MarketExchange, or trading in securities generally on either the Nasdaq American Stock Market 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, New York York, or California 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common 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 Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities The Representative, by notice given to the Company and the Selling Stockholders 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 Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ia)(i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, NYSE or (ii) trading in securities generally on either the Nasdaq 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 the NYSE by the Commission or the NASDFINRA; (iib) a general banking moratorium shall have been declared by any of federal, federal or New York or California authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Underwriters Representative, is material and adverse and makes it impracticable to market the Common 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; (iv) in the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (vd) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 13 shall be without liability on the part of (ai) the Company or and the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters to the extent provided in Sections 7 and the Underwriters pursuant to Sections 4 and 6 10 hereof, (bii) any Underwriter to the Company 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Jefferies by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Arkansas or California 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 Underwriters Jefferies is material and adverse and makes it impracticable to market the Common 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 Underwriters Jefferies there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 ‎Section 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representative and the Underwriters pursuant to Sections ‎Section 4 and 6 hereof, or ‎Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, North Carolina 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 Underwriters Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersShareholders, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date this This Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company's securities generally shall have been suspended or materially limited by the Commission or by the Nasdaq Stock Marketon, or trading in securities generally on either by, as the Nasdaq Stock Market or case may be, any of the 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 limitedin any over-the-counter market, (iii) a material disruption in securities settlement, payment or minimum or maximum prices clearance services in the United States shall have been generally established occurred, (iv) any moratorium on any of such stock exchanges by the Commission or the NASD; (ii) a general commercial banking moratorium activities shall have been declared by any of federalFederal, New York California State, or California 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 Underwriters 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 Common offer, sale or delivery of the Shares on the terms and in the manner and on the terms described contemplated in the 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 (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 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 insuredProspectus. Any termination pursuant to this Section 11 8 shall be without liability on the part of (ax) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections 4 5 and 6 hereof, (by) any the Underwriter to the Company or any person controlling the Selling StockholdersCompany, 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. Prior to the First Closing Date or any Date of Delivery, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter, by notice given to the Company and the Selling Stockholders if (a) at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock National Market, or trading in securities generally on either the Nasdaq Stock 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, New York or California 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 Underwriters Underwriter, is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 10 shall be without liability on the part of (a) the Company or the Selling Stockholders any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Underwriters Underwriter and the Underwriters Forward Seller pursuant to Sections 4 Section 7 hereof and 6 hereof, (b) any Underwriter to the Company 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 terminationtermination and remain effective at all times.

Termination of this Agreement. Prior to the First Closing Date this This Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either 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, New York York, Delaware, Tennessee 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 Underwriters Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described contemplated in the Prospectus Prospectuses or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Underwriter to the Company or any person controlling the Selling StockholdersCompany, 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. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock MarketExchange, or trading in securities generally on either 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, 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company 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. Prior to the First purchase of the Offered Shares by the Underwriters on the Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market 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 or 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 Underwriters is material and adverse and makes it impracticable to market the Common 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 Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company 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. Prior 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 Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketAMEX, or trading in securities generally on either the AMEX, 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 Commission, the NASD or the NASDAMEX; (ii) a general banking moratorium shall have been declared by any of federal, New York or California 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the reasonable judgment of the Underwriters Underwriter there shall have occurred any Material Adverse Change; or Change (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or not any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock NASDAQ Capital Market, or trading in securities generally on either 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 NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or California 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections 4 and 6 7 hereof, (b) any the Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities Jefferies and X.X. Xxxxxx by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNasdaq, or trading in securities generally on either 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 NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or California 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 Underwriters Jefferies and X.X. Xxxxxx is material and adverse and makes it impracticable to market the Common 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 Underwriters Jefferies and X.X. Xxxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock MarketNYSE American, or trading in securities generally on either the Nasdaq Stock Market or 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, New York or California 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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 Underwriters Underwriter there shall have occurred any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Global Select Market, or trading in securities generally on either 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 NASDFINRA; (ii) a general banking moratorium shall have been declared by any of 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 Underwriters is material and adverse and makes it impracticable to market the Common 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 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 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 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First purchase of the Depositary Shares by the Underwriter on the Closing Date or any Date of Delivery, this Agreement may be terminated by Xxxxxxxxxx Securities the Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq Stock MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock 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, Michigan or New York or California 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 Underwriters Underwriter is material and adverse and makes it impracticable to market the Common 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; (iv) in the reasonable judgment of the Underwriters Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 shall be without liability on the part of (a) the Company or to the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Company or the Selling StockholdersCompany; 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. Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities the Representative by notice given to the Company and the Selling Stockholders if at any time (i) (A) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, Inc., or (B) trading in securities generally on either the Nasdaq Stock 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, federal or New York authorities or California authoritiesa 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 Underwriters Representative is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms described in the Disclosure Package or the 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 (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 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 11 shall be without liability on the part of (a) the Company or the Selling Stockholders any Guarantor to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representative and the Underwriters pursuant to Sections 4 5, 7, 8 and 6 hereof, 9 hereof or (b) any Underwriter to the Company 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 terminationCompany.

Termination of this Agreement. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders if (a) at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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 NASDNational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware 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 Underwriters Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters 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 11 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Underwriter to the Company or the Selling StockholdersCompany, 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. Prior (a) The 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 this Agreement may be terminated by Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders Date, if at any time (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any Selling Shareholder shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (iii) any other material condition of the Underwriter's obligations hereunder is not fulfilled, (iv) 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 Stock Market, Global Select Market or trading in securities generally on either the Nasdaq Global Select Market, New York Stock Market 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 federalfederal or state authorities, New York or California authorities; (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 Underwriters Underwriter's reasonable judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 insuredShares. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior (a) The Underwriter shall have the right to the First Closing Date terminate this Agreement may be terminated by Xxxxxxxxxx Securities by giving notice given to the Company and the Selling Stockholders if as hereinafter specified at any time at or prior to the Closing Date, if (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, (iii) trading in the Company's securities ’s Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, NASDAQ Capital Market or trading in securities generally on either the Nasdaq Stock 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 federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New York or California authorities; (iii) there shall have occurred any outbreak or escalation 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 Underwriters is material and adverse and makes would make it impracticable to market proceed with the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the reasonable judgment and/or delivery of the Underwriters there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and the judgment of the 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 insuredProspectus. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, 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. Prior to the First Closing Date 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 Xxxxxxxxxx Securities Baird by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Global Market, or trading in securities generally on either the Nasdaq Stock Global 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, New York or California 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 Underwriters Baird is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the reasonable judgment of the Underwriters Baird there shall have occurred any Material Adverse Change; or Change (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or not any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any UnderwriterBaird, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters Baird pursuant to Sections 4 and 6 hereof, (b) any Underwriter Baird to the Company or the Selling StockholdersCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date Date, this Agreement may be terminated by Xxxxxxxxxx Securities the Representatives by notice given to the Company and the Selling Stockholders Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either 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, New York York, Delaware 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 Underwriters Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriters Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 9 shall be without liability on the part of (a) the Company or the Selling Stockholders Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriters Representatives and the Underwriters pursuant to Sections 4 5 and 6 hereof, (b) any Underwriter to the Company or the Selling StockholdersShareholders, 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.