Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iv) there shall have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 shall be without liability on the part of (i) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company and the Selling Shareholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSEAmerican Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market Market, the New York Stock Exchange or the NYSE American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Texas or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any event, change, development or exist any event set of circumstances that has resulted in a Material Adverse Effect; or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Shareholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York authoritiesJersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment or event involving a prospective change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 and Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Custodian if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE, or Nasdaq Stock Market; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United StatesNASD; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iv) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (v) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (vi) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the other Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or any Selling Stockholder, or (iiic) of any party hereto to any other party except that the provisions of this sentence, Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (ia) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iiib) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (ivc) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (vd) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (e) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 9 shall be without liability on the part of (i) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 hereofSections 5 and 6, (ii) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iii) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission Commission, any other securities regulatory authority, or by the NYSE, NASDAQ or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal U.S. or Canadian federal, New York authoritiesor Massachusetts authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity (including, (B) without limitation, an outbreak act of terrorism), or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving substantial change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred or exist any event or condition a type described in Section 2(l) hereof material adverse change, or any other lossdevelopment or event involving a prospective material adverse change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment or event involving a prospective change, event 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, that would have a Material Adverse Effect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or (b) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any either of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition a type described in Section 2(l(v) hereof the Company or any other lossof its subsidiaries shall have sustained a loss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect Prior to the Notes Closing Date, whether before or after notification by notice the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company and the Selling Shareholder if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal U.S. federal, regional, local or New York other foreign governmental or regulatory authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial economic conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole reasonable judgment of the RepresentativeUnderwriters, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package or manner and on the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) terms described in the judgment Prospectus or to enforce contracts for the sale of securities, (iv) if the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossmaterial loss by fire, event flood, accident, hurricane, earthquake, theft, sabotage or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company or the Selling Shareholder are 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 Offered Securities or to enforce contracts made by the Underwriters for the Offering, 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 Offered Securities or to enforce contracts for the Offering. Any termination pursuant to this Section 8 10 shall be without liability on the part of (ia) the Company and the Selling Shareholder to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Section 6 hereofUnderwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (iib) any Initial Purchaser the Underwriters to the CompanyCompany and the Selling Shareholder, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 6 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company at any time on or prior to and the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, Selling Stockholder if at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment that could be expected to result in a change, event that could be expected, individually or in the aggregate, to have a Material Adverse Effect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholder to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholder; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior Prior to the Closing Date in this Agreement may be terminated by the event that Representatives by notice given to the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, Inc., or trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York authoritiesCalifornia authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandumsale of securities, exclusive of any amendment or supplement thereto; or (viv) in the judgment of the Representative Representatives there shall have occurred a Material Adverse Change, or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) any party hereto to any other party hereto except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this This Agreement with respect shall be subject to termination in the Notes absolute discretion of the Representative, by notice given to the Company at any time on or prior to the Closing Date (i) if there shall have been, since the date of this Agreement or since the respective dates as of which information is given in the event that Registration Statement and the Final Supplemented Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if, since the date of this Agreement, there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of the Representative, impracticable or inadvisable to proceed with the offering and delivery of the Securities, or (iii) if, since the date of this Agreement, trading in any securities of the Company shall have failedbeen suspended by the SEC or a national securities exchange or the over-the-counter markets, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions if trading generally on its part to be performed the NASDAQ Stock Market, the New York Stock Exchange or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities over-the-counter markets shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limitedsuspended, or minimum or maximum prices for trading shall have been generally established on fixed, or maximum ranges for prices for securities shall have been required, by either of said Exchanges, the over-the-counter markets or by order of the SEC or any of such quotation system other governmental authority, or stock exchange if a banking moratorium shall have been declared by either Federal or New York authorities or if a banking moratorium shall have been declared by the Commission relevant authorities in the country or FINRA; (ii) there has been countries of origin of any foreign currency or currencies in which the Securities are denominated or payable, or if a material disruption in commercial banking or securities settlement, payment settlement or clearance services in such country shall have occurred, or (iv) if the United States; (iii) a general banking moratorium rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of this Agreement shall have been declared by lowered since that date or if any of federal or New York authorities; (iv) there such rating agency shall have been publicly announced (Aother than a reaffirmation of a previous announcement) an outbreak since such date that it has under a surveillance or escalation of hostilities between the United States and any foreign powerreview, (B) an outbreak or escalation with possible negative implications, its rating of any other insurrection or armed conflict involving the United States, (C) the occurrence debt securities of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 shall be without liability on the part of (i) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iiiv) if there shall have come to the Representative’s attention any party hereto facts that would cause the Representative to any other party except reasonably believe that the provisions Final Supplemented Prospectus, at the time it was required to be delivered to the Underwriters, included an untrue statement of Section 7 hereof shall a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at all times be effective and shall survive the time of such terminationdelivery, not misleading.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Global Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or the FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s or Energizer Holdings’ securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Missouri authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offeroffering, sale and or delivery of the Notes as disclosed Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (ia) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSEExchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iiib) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (ivc) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (vd) in the judgment of the Representative Representatives there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment or event involving a prospective change, event 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 (e) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (i) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (ii) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company or any person controlling the Company, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior subsequent to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: execution of this Agreement (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, Inc., or trading in securities generally on either the Nasdaq Stock Market Market, Inc., or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change to the Company; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by written notice given to the Company and the Custodian if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Securities by the Underwriters on the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission Commission, any other securities regulatory authority, or by the NYSE, Nasdaq or trading in securities generally on either the Nasdaq Stock Market or the NYSE or Nasdaq shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York authoritiesor authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving substantial change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale Securities in the manner and delivery of on the Notes as disclosed terms described in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the good faith judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof material adverse change, or any other lossdevelopment or event involving a prospective material adverse change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 and Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9, Section 10, and Section 12 shall at all times be effective and shall survive such termination. If this Agreement is terminated prior to the purchase of the Firm Securities by the Underwriters on the Closing, and the Company consummates a public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) by investors whom Representative had contacted on or before the date hereof or introduced to the Company on or before the date hereof, then Representative shall be entitled to receive with respect to each Tail Financing (i) a cash fee, or as to an underwritten public offering a discount, equal to 7.0% of the aggregate gross proceeds raised in the Tail Financing, and (ii) warrants to purchase that number of shares of Common Stock of the Company equal to 7.0% of the aggregate number of shares of Common Stock issued and sold in the public or private offering that constitutes the Tail Financing, issuable to the Representative or its designees, with such warrants having the same terms as the warrants issued to investors in such underwritten public offering, except that the exercise price shall equal to 125% of the public offering price.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment or event involving a prospective change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that that, in the case of Section 12(i), (iv) or (v), the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders or any person controlling the Company or the Selling Stockholders, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this This Agreement with respect shall be subject to termination in the Notes absolute discretion of the Representatives, by notice given to the Company at any time on or prior to the Closing Date (i) if there shall have been, since the date of this Agreement or since the respective dates as of which information is given in the event that Registration Statement and the Final Supplemented Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if, since the date of this Agreement, there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering and delivery of the Securities, or (iii) if, since the date of this Agreement, trading in any securities of the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission SEC or by a national securities exchange or the NYSEover-the-counter markets, or if trading in securities generally on either the Nasdaq American Stock Market Exchange, the New York Stock Exchange or the NYSE over-the-counter markets shall have been suspended or limitedsuspended, or minimum or maximum prices for trading shall have been generally established on fixed, or maximum ranges for prices for securities shall have been required, by either of said Exchanges, the over-the-counter markets or by order of the SEC or any of such quotation system other governmental authority, or stock exchange if a banking moratorium shall have been declared by either Federal or New York authorities or if a banking moratorium shall have been declared by the Commission relevant authorities in the country or FINRA; (ii) there has been countries of origin of any foreign currency or currencies in which the Securities are denominated or payable, or if a material disruption in commercial banking or securities settlement, payment settlement or clearance services service in such country shall have occurred, or (iv) if the United States; (iii) a general banking moratorium rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of this Agreement shall have been declared by lowered since that date or if any of federal or New York authorities; (iv) there such rating agency shall have been publicly announced (Aother than a reaffirmation of a previous announcement) an outbreak since such date that it has under a surveillance or escalation of hostilities between the United States and any foreign powerreview, (B) an outbreak or escalation with possible negative implications, its rating of any other insurrection or armed conflict involving the United States, (C) the occurrence debt securities of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 shall be without liability on the part of (i) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iiiv) if there shall have come to the Representatives’ attention any party hereto facts that would cause the Representatives to any other party except reasonably believe that the provisions Final Supplemented Prospectus, at the time it was required to be delivered to the Underwriters, included an untrue statement of Section 7 hereof shall a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at all times be effective and shall survive the time of such terminationdelivery, not misleading.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or the Selling Stockholders, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market Market, NYSE, or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or U.S. federal, United Kingdom, European Union, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offeroffering, sale and or delivery of the Notes as disclosed Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Texas authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, in the case of any event described in this clause (iv), as in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the sole judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment or event involving a prospective change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (iA) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iiB) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq New York Stock Market or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange the New York Stock Exchange by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale and delivery of securities; (iv) in the reasonable judgment of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of Representatives there shall have occurred any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or the Selling Stockholders, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (iv) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment or event involving a prospective change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iv) there shall have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes Securities as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l2(p) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment or event involving a prospective change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Shareholder if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial, or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident, or other calamity of such character as in the sole judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company Company, the Selling Shareholder, the General Partner or the Partners to any Initial PurchaserUnderwriter, except that the Company Company, the Selling Shareholder and the General Partner shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (iib) any Initial Purchaser Underwriter to the Company, the Selling Shareholder, the General Partners or the Partners or (iiic) any party hereto to any other party except that the provisions of Section 7 hereof 8 (“Indemnification”) and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date or any Option Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company if at any time on or prior to the Closing Date in the event that time: (i) the Company shall have failed, refused or been unable unable, at or prior to the First Closing Date, to perform in any material respect all obligations and satisfy in any material respect all conditions agreement on its part to be performed hereunder or satisfied any condition of the Underwriters’ obligations hereunder at or prior thereto or ifis not fulfilled, at any time: (iii) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United Statesexchanges; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York German authorities; (iv) there shall have been (A) an occurred or exists any outbreak or escalation of national or international hostilities between the United States and or any foreign power, crisis or calamity (B) an outbreak or including escalation of any other insurrection pandemic or armed conflict involving the United Statessimilar global health crisis), (C) the occurrence of or any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (v) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (vi) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof material change, or any other lossmaterial development or event involving a prospective change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that that, in the case of Section 12(i), (iv) or (v), the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may (a) You, as Representatives of the several Underwriters, shall have the right to terminate this Agreement with respect to the Notes by giving notice to the Company as hereinafter specified at any time on at or prior to the First Closing Date Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the event that Second Closing Date, if (i) the Company shall have has failed, refused or been unable unable, at or prior to such Closing Date, to perform in any material respect all obligations and satisfy in any material respect all conditions agreement on its part to be performed or satisfied hereunder, (ii) any condition of the Underwriters’ obligations hereunder at or prior thereto or ifis not fulfilled, at any time: (i) trading or quotation iii)trading in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the NYSE, American Stock Exchange or trading in securities generally on either the Nasdaq Global Market, New York Stock Market Exchange or the NYSE American Stock Exchange shall have been suspended or limitedsuspended, or (iv) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of such quotation system or stock exchange by the Commission or FINRA; any other governmental authority having jurisdiction, (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iiiv) a general banking moratorium shall have been declared by any of federal or New York state authorities; , or (ivvi) there shall have been (A) an occurred any attack on, outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation act of any other insurrection or armed conflict terrorism involving the United States, (C) any declaration by the occurrence United States of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, or any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv)your judgment, in the sole judgment of the Representative, is material and adverse and makes it impracticable impractical or inadvisable to proceed with the offer, sale and delivery completion of the Notes as disclosed in sale of and payment for the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredSecurities. Any such termination pursuant to this Section 8 shall be without liability on the part of (i) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 4(h) and Section 6 hereof shall at all times be effective and shall survive such termination. (b) If you elect to terminate this Agreement as provided in this Section, the Company shall be notified promptly by you by telephone, confirmed by letter.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Shares by the Underwriters on the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment or event involving a prospective change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the reasonable and documented expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a 25 prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Capital Market and/or the Boston Stock Exchange, as the case may be, or trading in securities generally on either the Nasdaq Capital Market and/or the Boston Stock Market or Exchange, as the NYSE case may be, shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authoritiesany governmental authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Units in the Pricing manner and on the terms described in the Disclosure Package or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4, 6 hereof, and 8 hereof or (iib) any Initial Purchaser Underwriter to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to and the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, Selling Stockholder if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Missouri authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have been (A) an outbreak or escalation of hostilities between the United States and occurred any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there shall have occurred a material event which affects (A) the disclosure in the Prospectus or exist any event (B) the ability of the Underwriters to market and sell the Offered Shares on the terms set forth in the Preliminary Prospectus or condition the Prospectus; or (vi) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of of: (ia) the Company or the Selling Stockholder to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section Sections 4 and 6 hereof, ; (iib) any Initial Purchaser Underwriter to the Company, Company or the Selling Stockholder; or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company and the Selling Stockholder if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Global Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York , Delaware or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholder to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholder, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company at any time on or prior to and the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Maryland or New York Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 ‎Section 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 hereof, ‎Section 4 or ‎Section 7 hereof or (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof ‎Section 9 and ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Initial Purchasers by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE, Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Securities in the Pricing Disclosure Package or manner and on the terms described in the Final Offering Memorandum, exclusive Circular or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Initial Purchasers there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ia) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers and the Initial Purchasers pursuant to Section Sections 5 and 6 hereof, (iib) any Initial Purchaser to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to the Notes may be terminated by Jefferies and Xxxxx by notice given to the Company at any time on or prior to and the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies and Piper is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of Jefferies and Xxxxx there shall have been (A) an outbreak or escalation of hostilities between the United States and occurred any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Jefferies and Piper may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENYSE American, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York Canadian authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Securities in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof change, or any other lossdevelopment or event involving a prospective change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except to the extent that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Placement Agent by notice given to the Company if: (a) at any time on or after the execution and delivery of this Agreement and prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any timeDate: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENASD, or trading in securities generally on either the Nasdaq Stock Market or and the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal United States federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence, or any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicthe United States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, or any law or regulation, as in the case of any event described in this clause (iv), in the sole reasonable judgment of the RepresentativePlacement Agent (x) seriously adversely affects, or involves, or will seriously and adversely affect, or involve, the financial markets or the business, operations or affairs of the Company, or (y) is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, Shares in the manner and on the terms contemplated in the Prospectus Supplement or to enforce contracts for the sale and delivery of securities; (iv) in the reasonable judgment of the Notes as disclosed in the Pricing Disclosure Package Placement Agent there shall have occurred any Material Adverse Change or the Final Offering Memorandum, exclusive of any amendment or supplement theretoEffect; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative Placement Agent may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified Section 9(a)(i)-(v), such event singly or together with any other event, makes it, in your reasonable judgment, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated in the Prospectus Supplement. Any termination pursuant to this Section 8 9 shall be without liability on the part of (i) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section Sections 6, 7 hereof and 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to the Notes may be terminated by Cantor by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York authoritiesor California authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Cantor is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of Cantor there shall have been (A) an outbreak or escalation of hostilities between the United States and occurred any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Cantor may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to maybe terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may Representative, by notice given to the Company and the Selling Stockholders, shall have the right to terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the First Closing Date in or to terminate the event that obligations of the Company shall have failed, refused or been unable Underwriters to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, purchase the Optional Shares at any time: time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, Nasdaq National Market or (b) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) the Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers pursuant Representative and the Underwriters to Section 6 the extent provided in Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Shareholders if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Virginia or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or the Selling Shareholders, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, California or New York Maryland authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event (v) the Company or condition the Operating Partnership shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company or the Operating Partnership regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Operating Partnership to any Initial PurchaserUnderwriter, except that the Company and the Operating Partnership shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Operating Partnership, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm ADSs by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any timesince the execution and delivery of this Agreement: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ, or trading in securities generally on either the Nasdaq Stock Market or the NYSE NASDAQ shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York federal, Xxx Xxxx, XXX, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx and Malaysia authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered ADSs in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system the Nasdaq Stock Market or stock exchange the New York Stock Exchange by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company and its Subsidiaries (and the Additional Companies) takes as a whole regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (i) the Company to any Initial PurchaserUnderwriter, except to the extent that the Company shall may be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 4 and Section 6 hereof, (ii) any Initial Purchaser Underwriter to the Company, or (iii) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in Section 9(a)(i)-(v), such event singly or together with any other event makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company, Company or any person controlling the Company or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The (a) This Agreement may be terminated by the Representative may terminate this Agreement with respect to the Notes by giving written notice to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSEAMEX, or other exchange as agreed to by the parties, or trading in securities generally on either the Nasdaq Stock Market any exchange or the NYSE in any over-the-counter market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, Nevada, Florida or New York Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof Material Adverse Change, or any other lossdevelopment that could reasonably be expected to result in a material adverse change, event in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. . (b) Any termination pursuant to this Section 8 9 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section Sections 5 and 6 hereofof this Agreement, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 7, 8 and this Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENYSE American, LLC, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof material adverse change, or any other lossdevelopment or event involving a prospective material adverse change, event in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date. this Agreement with respect to maybe terminated by the Notes Representatives by written notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives there shall have been (A) an outbreak or escalation of hostilities between the United States and occurred any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers pursuant Representatives and the Underwriters to Section the extent required by to Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENYSE Amex LLC, or trading in securities generally on either any of the Nasdaq Stock Market Market, the New York Stock Exchange or the NYSE Amex Equities shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or the FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Texas or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the other Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any material adverse change in the business, financial condition, results of operations or exist any event prospects of the Company; or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers pursuant Representatives and the Underwriters to Section the extent required by Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party party, except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE, or ; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United StatesNASD; (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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving substantial change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (v) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (vi) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Shareholder if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange or trading system by the Commission or FINRA; (ii) there has been the NASD or a material disruption in commercial banking or securities settlement, payment or clearance services in the United StatesStates shall have occurred; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. or international financial markets thatmarkets, or any substantial change or development involving a prospective substantial change in the case of any event described in this clause (iv)United States’ or international political, financial or economic conditions, as in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Prospectus or inadvisable to proceed with enforce contracts for the offer, sale and delivery of securities; (iv) in the sole judgment of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of Representatives there shall have occurred any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (i) the Company or the Selling Shareholder to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 Sections 5 and 7 hereof, (ii) any Initial Purchaser Underwriter to the Company, Company or the Selling Shareholder or (iii) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSEThe Nasdaq Stock Market, Inc., or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such national stock exchange or automated quotation system or stock exchange by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale and delivery of securities; (iv) in the reasonable judgment of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of Representatives there shall have occurred any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in Robexxxxx Xxxpxxxx' xxdgement, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company, Company or any person controlling the Company or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to the Notes may be terminated by Jefferies by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of Jefferies, there shall have been (A) an outbreak or escalation of hostilities between the United States and occurred any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) 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 been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company or any person controlling the Company, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Global Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or the FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.