Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares ADSs by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York United Kingdom authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares ADSs in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Colorado or New York Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE The New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Offered Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (ia) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission Commission, the Exchange or the Taipei Exchange (save for any suspension or limitation approved by Taipei Exchange based on an application filed by the NasdaqCompany for any occurrence of a materially positive event), (iib) except as to limitations described in the second paragraph under the heading “Market Price Information for our Common Shares” in the Prospectus, trading in securities generally on either The Nasdaq Stock Market, the Nasdaq New York Stock Exchange or the NYSE Taipei Stock Exchange shall have been suspended or materially limited, or or, minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiic) a general banking moratorium shall have been declared by any of federal or federal, New York or Taiwan authorities; (ivd) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares in completion of the manner and on the terms described in the Time of Sale Prospectus or the Prospectus offering or to enforce contracts for the sale of securities the Offered Securities; or (ve) in the judgment of the Representatives Representative there shall have occurred any a Material Adverse Change; or (vi) Effect since the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity time of such character as in the judgment execution of the 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 insuredthis Agreement. Any termination pursuant to this Section 12 shall be without liability on the part of (ai) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (bii) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of either U.S. federal or New York state authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred been any Material Adverse ChangeEffect; or (viv) 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 Representatives 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 6 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange LLC shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or 5 (the “Payment of Expenses”) and Section 7 hereof or 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) Nasdaq or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, NASDAQ; (ii) trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York York, principal jurisdiction of issuer authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (v) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Changematerial adverse change, or any development or event involving a prospective material adverse 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 (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 Representatives 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by 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 materially limited by the Commission or by the NasdaqNasdaq National Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 11 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 is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section the extent provided in Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeChange or any other development that would reasonably be expected to result in a material adverse change in the ability of the Company to consummate the transactions contemplated by this Agreement or perform its obligations hereunder; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof and 6 hereof, (ii) any Initial Purchaser to the Company, or (biii) any Underwriter party hereto to the Company any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives Xxxxxxxxxx Securities 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 NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the reasonable judgment of the Representatives Underwriters there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 11 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 is shall be obligated to reimburse the expenses of the Representatives Underwriters and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination. Section 12.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and, the Selling Shareholder if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or U.S. federal, New York State or United Kingdom authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company or the Selling Shareholder to any Underwriter, except to the extent that the Company is and the Selling Shareholder shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Shareholder; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any federal, State of federal or New York or State of Washington authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of the Representatives 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 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except to the extent that the Company is and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or 5 (the "Payment of Expenses") and Section 7 hereof or 6 ("Reimbursement of the Underwriters' Expenses") hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party hereto except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 ("Indemnification") and Section 10 9 ("Contribution") hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE The New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 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 is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter or the Selling Stockholders to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares Closing Date, whether before or after notification by the Underwriters on Commission to the First Closing DateCompany of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representatives Representative by written notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities Company Ordinary Shares shall have been suspended or materially limited by the Commission or by the Nasdaq, ; (ii) trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; or (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, in any such case as in the reasonable judgment of the Representatives Representative, is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities (v) the Offered Securities. Except as otherwise stated in this section, the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) Agreement may not be terminated by the Company shall have sustained a loss by strikeprior to the Closing Date, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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. than for “Cause.” Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Underwriterof the Underwriters, except to the extent that the Company is shall be, subject to demand by the Underwriters, obligated to reimburse the Representative for only those out-of-pocket expenses (including the reasonable fees and expenses of its counsel, and expenses associated with a due diligence report), actually incurred and documented by the Representatives and Representative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that all such expenses shall not exceed $50,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 9 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company Issuers if at any time: (i) trading or quotation in any of the Company’s Ferrellgas Partners’ securities shall have been suspended or materially limited by the Commission or by the Nasdaq, NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission, the Nasdaq Stock Market, the NYSE or the Financial Industry Regulatory Authority; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities involving the United States or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities securities; or (v) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; 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 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 12 9 shall be without liability on the part of (a) the Company Issuers to any UnderwriterInitial Purchaser, except that in the case of any termination pursuant to clause (i) or (v) of this Section 9, the extent that the Company is Issuers shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section 4 or Section 7 hereof or Sections 3(e) and 5 hereof, (b) any Underwriter Initial Purchaser to the Company Issuers, or (c) any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 Sections 7 and Section 10 8 hereof 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 subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may shall be terminated subject to termination by the Representatives by notice given to the Company if at any time: time during such period (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq National Market, (ii) or trading in securities generally on either of the Nasdaq National Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesmarkets or exchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section the extent provided in Sections 4 or Section 7 hereof or and 6 hereof, (b) of any Underwriter to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Massachusetts, or New York Connecticut authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company 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 NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal federal, Connecticut or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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, in any such case as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section Sections 5 and 7 hereof or hereof, (b) any Underwriter to the Company Company, or (c) of any party hereto to any other party, except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange LLC shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or 5 (the “Payment of Expenses”) and Section 7 hereof or 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Illinois or New York Texas authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives Representative 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 NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 11 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 is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq National Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

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

Termination of this Agreement. Prior to the subscription for the Firm Shares First Closing Date and, with respect to Optional Securities, each Subsequent Closing Date, whether before or after notification by the Underwriters on Commission to the First Closing DateCompany of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Capital Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or Change (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 Representatives 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company Company, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Irish authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; 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 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof and 6 hereof, (ii) any Initial Purchaser to the Company, or (biii) any Underwriter party hereto to the Company any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) Nasdaq or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 10 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the all expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or 6 (the “Payment of Expenses”) and Section 7 hereof or (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 8 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, or (iib) trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Offered Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any securities of or guaranteed by the Company’s securities Company shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York or New York Jersey authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 ‎Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section ‎Section 4 or Section ‎Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section ‎Section 9 and Section ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Units by the Underwriters Purchasers on the First Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Placement Agent is material and adverse and makes it impracticable to market the Offered Shares Units in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 insuredinsured or (vi) or for any other reason permitted under this Agreement or the Subscription Agreements. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any UnderwriterPlacement Agent, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters Placement Agents pursuant to Section 4 or Section Sections 5 and 7 hereof or hereof, (b) any Underwriter Placement Agent to the Company or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination. The Company hereby acknowledges that in the event that this Agreement is terminated by the Placement Agents pursuant to the terms hereof, the Subscription Agreements shall automatically terminate without any further action on the part of the parties thereto.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives Underwriter by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNew York Stock Exchange, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Underwriter is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Underwriter there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any the Underwriter, except to the extent that the Company is and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters Underwriter pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any the Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York Colorado authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York York, California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter the Underwriters to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the subscription for purchase of the Firm Offered Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by written notice given to the Company and the Selling Stockholders if at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, or (iib) trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) 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 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 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 is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or and Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company Issuer if at any time: (i) trading in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York or state of the Issuer’s formation or incorporation authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative, there shall have occurred any Material Adverse Change; or (viv) the Company Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company Partnership Entities considered as one enterprise regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (aA) the Company Partnership Parties to any UnderwriterInitial Purchaser, except to the extent that the Company is Partnership Parties shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof and 6 hereof, (B) any Initial Purchaser to the Partnership Parties or (bC) any Underwriter party hereto to the Company any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholder if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, Nasdaq National Market; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Florida or New York California authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; 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 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholder, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares Closing Date, whether before or after notification by the Underwriters on Commission to the First Closing DateCompany of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representatives Underwriters by written notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, ; (ii) trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, in any such case as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities, (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representatives’ opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representatives’ reasonable judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Underwriterof the Underwriters, except to the extent that the Company is shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Representatives their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Section 4 or Section 7 hereof or (b) in connection herewith as allowed under FINRA Rule 5110, less any Underwriter to amounts previously paid by the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 9 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies and Cowen by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission Commission, or by the Nasdaq, (ii) trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Jefferies and Cowen is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies and Cowen there shall have occurred any Material Adverse Change; or (viv) 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 Representatives Jefferies and Cowen 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares Closing Date, whether before or after notification by the Underwriters on Commission to the First Closing DateCompany of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representatives Underwriters by written notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, ; (ii) trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, in any such case as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities, (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Shares, (v) if the Company is in material breach of any of their respective representations, warranties or covenants hereunder, (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Shares, or (vi) regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Shares or to enforce contracts for the sale of the Shares. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any Underwriterof the Underwriters, except to the extent that the Company is shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Representatives their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Section 4 or Section 7 hereof or (b) in connection herewith as allowed under FINRA Rule 5110, less any Underwriter to amounts previously paid by the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that all such expenses shall not exceed $187,500 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 9 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York PRC authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by 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 materially limited by the Commission or by the NasdaqNew York Stock Exchange, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, Florida, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 11 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 is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Underwritten Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any change having a Material Adverse ChangeEffect; or (viv) 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 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof and 6 hereof, (ii) any Initial Purchaser to the Company, or (biii) any Underwriter party hereto to the Company any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, North Carolina or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except to the extent that the Company is and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company Issuers if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities securities; (v) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (vi) the Company or 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 Representatives 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 12 10 shall be without liability on the part of (ai) the Company Issuers or any Initial Guarantor to any UnderwriterInitial Purchaser, except to the extent that the Company is Issuers and the Initial Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof and 6 hereof, (ii) any Initial Purchaser to the Issuers, or (biii) any Underwriter party hereto to the Company any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 Sections 8, 9, 12 and Section 10 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Kentucky authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting or any change in the United States or international financial markets, markets or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof and 6 hereof, (ii) any Initial Purchaser to the Company, or (biii) any Underwriter party hereto to the Company any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York York, Bermuda authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (v) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; 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 Representatives 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) NYSE or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities securities; or (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; 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 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 insuredEffect. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except to the extent that the Company is and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (bii) any Underwriter Initial Purchaser to the Company or any Guarantor, or (iii) other than as provided in the preceding clauses (i) and (ii), any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if and the Selling Stockholders 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 NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, California or New York Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 11 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 is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general commercial banking moratorium shall have been declared by any of federal or New York State authorities; (iii) a material disruption in securities settlement, payment or clearance services in the United States or other relevant jurisdictions shall have occurred; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as that is material and adverse and, in the judgment of the Representatives is material and adverse and Representative, makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or Pricing Disclosure Package. The indemnity and contribution provisions contained in Section 8 and 9 hereof and the Prospectus or to enforce contracts for the sale of securities (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strikerepresentations, fire, flood, earthquake, accident or warranties and other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations statements of the Company and the Guarantors contained in this Agreement shall remain operative and in full force and effect regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwritertermination of this Agreement, except to the extent that the Company is obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to investigation made by or on behalf of the Initial Purchasers, any person controlling the Initial Purchasers or any affiliate of the Initial Purchasers or the Company, the Guarantors, their respective officers or directors, or any person controlling the Company except to or the extent that Guarantors and (c) acceptance of and payment for any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationSecurities.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by 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 securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Global Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 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 is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 ‎Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section ‎Section 4 or Section ‎Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section ‎Section 9 and Section ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies and Stifel by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 ‎Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section ‎Section 4 or Section ‎Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section ‎Section 9 and Section ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by 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 materially limited by the Commission or by the NasdaqNasdaq Stock Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 11 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 is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares and Pre-Funded Warrants by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives 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 materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or , Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 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 is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq National Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, California or New York The Netherlands authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except to the extent that the Company is and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York York, California authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives 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 (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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the The Underwriters on the First Closing Date, may terminate this Agreement may be terminated by notice given by the Representatives by notice given to the Company Company, if at any time: after the execution and delivery of this Agreement and prior to the Closing Date (i) trading in any of the Company’s securities generally shall have been suspended or materially limited by on, or by, as the Commission case may be, any of the New York Stock Exchange, the NASDAQ Global Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or by the NasdaqChicago Board of Trade, (ii) trading in of any securities generally on either of the Nasdaq or the NYSE Company shall have been suspended on any exchange or materially limitedin any over-the-counter market or by the Commission, or minimum or maximum prices shall have been generally established on any of such stock exchanges; exchanges by the Commission or FINRA, (iii) a general material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York State authorities; , (ivv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting United States or international financial marketshostilities, or any substantial change or development involving a prospective substantial change in United States’ financial markets or international politicalany calamity or crisis that, financial or economic conditions, in any such case as in the judgment of the Representatives Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it it, in the judgment of the Representatives, impracticable or inadvisable to market proceed with the Offered Shares offer, sale or delivery of the Notes on the terms and in the manner and on the terms described contemplated in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities Prospectus, (vvi) in the judgment of the Representatives there shall have occurred any Material Adverse Change; Change or (vivii) 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 Representatives may interfere materially with the conduct of the business and operations of the Company and its subsidiaries, taken as a whole, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (bii) any Underwriter to the Company or (iii) any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) 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 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 ‎Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section ‎Section 4 or Section ‎Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section ‎Section 9 and Section ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either any of the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Texas authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the other Underwriters pursuant to Section Sections 4 or Section and 7 hereof or to the extent set forth therein, (b) any Underwriter to the Company Company, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by 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 materially limited by the Commission or by the NasdaqNasdaq National Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 11 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 is and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing DateThe Representatives, this Agreement may be terminated by the Representatives by notice given to the Company Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time: time (ia)(i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, NYSE or (ii) trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesthe NYSE by the Commission or FINRA; (iiib) a general banking moratorium shall have been declared by any of federal or New York authorities; (ivc) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities (v) in the judgment of the Representatives there shall have occurred any Material Adverse Changesecurities; or (vid) 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 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 12 11 shall be without liability on the part of (ai) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Underwriters to the extent provided in Sections 5 and the Underwriters pursuant to Section 4 or Section 7 hereof or 8 hereof, (bii) any Underwriter to the Company Company, or (iii) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholder if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq National Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, or other calamity of such character as in the sole judgment of the 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 12 11 shall be without liability on the part of (a) the Company Company, the Selling Shareholder, the General Partner or the Partners to any Underwriter, except to the extent that the Company is Company, the Selling Shareholder and the General Partner shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or 5 (the “Payment of Expenses”) and Section 7 hereof or 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company Company, the Selling Shareholder, the General Partners or the Partners or (c) any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 (“Indemnification”) and Section 10 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (viv) 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 Representatives 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and each Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York York, Republic of the Xxxxxxxx Islands authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company or any of the Selling Stockholders to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Dutch authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except to the extent that the Company is and the Selling Shareholders shall be obligated to reimburse the out-of-pocket expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to or the extent that any of the Underwriters has any liability pursuant to Section 11 hereofSelling Shareholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by 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 materially limited by the Commission or by the Nasdaq, NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York , Delaware or California authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; 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 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 12 11 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 is Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing DateThe Representative, this Agreement may be terminated by the Representatives by notice given to the Company Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time: time (ia)(i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, NYSE MKT or (ii) trading in securities generally on either the Nasdaq or the NYSE MKT shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesthe NYSE MKT by the Commission or FINRA; (iiib) a general banking moratorium shall have been declared by any of federal or New York authorities; (ivc) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative, is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities (v) in the judgment of the Representatives there shall have occurred any Material Adverse Changesecurities; or (vid) 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 Representatives 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 12 11 shall be without liability on the part of (ai) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and Underwriters to the Underwriters pursuant to extent provided in Section 4 or Section 7 hereof or 5 hereof, (bii) any Underwriter to the Company Company, or (iii) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company 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 NasdaqNew York Stock Exchange, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting 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, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 Representatives 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company Company, or (c) of any party hereto to any other party except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNASDAQ, (ii) or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Changematerial adverse change, or any development or event involving a prospective material adverse 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 (viv) 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 Representatives 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, (ii) or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqPrincipal Market, (ii) or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, (ii) trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York York, Bermuda authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity affecting calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities securities; (v) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; 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 Representatives 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company is shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereofCompany; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.