Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey 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 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Custodian if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq, or 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 stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the other Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; providedCompany or any Selling Stockholder, however, or (c) of any party hereto to any other party except that the provisions of this sentence, Section 8 and Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior The Representative may terminate this Agreement with respect to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Notes 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 NasdaqNYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) 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, New York, Delaware federal or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingYork authorities; (iiiiv) there shall have occurred any been (A) an outbreak or escalation of national hostilities between the United States and any foreign power, (B) an outbreak or international hostilities escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis or calamity, or any change in involving the United States or international financial markets, or (D) any substantial change or development involving a prospective substantial change in United States’ general economic, political or international politicalfinancial conditions which has an effect on the U.S. financial markets that, financial or economic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative is material and adverse and Representative, makes it impracticable or inadvisable to market proceed with the Offered Shares offer, sale and delivery of the Notes as disclosed in the manner and on the terms described in the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus Final Offering Memorandum, exclusive of any amendment or to enforce contracts for the sale of securitiessupplement thereto; or (ivv) in the judgment of the Representative there shall have occurred or exist any change, event or condition a type described in Section 2(l) hereof or any development or other loss, event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 8 shall be without liability on the part of (ai) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section 4 and Section 7 hereof or 6 hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section 9 and Section 10 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Shareholders if (a) at any time: time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq, 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 stock exchangesexchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, 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 12 9 shall be without liability on the part of (ax) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company; provided, however, Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqAmerican Stock Exchange, or trading in securities generally on either the Nasdaq Stock 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 stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware Texas or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any event, change, or any development or event involving set of circumstances that has resulted in a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial 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 may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; providedCompany or the Selling Shareholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company and the Selling Stockholders if at any time: 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 NasdaqNew 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 stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any material change, or any material development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that that, in the case of Section 12(i), (iv) or (v), the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission Commission, any other securities regulatory authority, or by the Nasdaq, NASDAQ or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. or Canadian federal, New York, Delaware York or New Jersey Massachusetts 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 calamitycalamity (including, without limitation, an act of terrorism), or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any material adverse change, or any development or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by written notice given to the Company and the Custodian if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s or the Parent’s securities shall have been suspended or limited by the Commission or by the Nasdaqany exchange or in any over-the-counter market, or trading in securities generally on either the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the NYSE Chicago Board of Trade, shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware federal or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingYork authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, calamity involving the United States or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredUnited States. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section as provided in Sections 4 and Section 7 hereof or (b) any Underwriter to the Company; provided6 hereof, howeverand provided further that Sections 4, that the provisions of Section 6, 8, 9 and Section 10 shall at all times be effective and 17 hereof shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company 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 NasdaqNew York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingMissouri authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission Commission, any other securities regulatory authority, or by the Nasdaq, Nasdaq or trading in securities generally on either the Nasdaq 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 stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware U.S. federal or New Jersey York or 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 substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the good faith judgment of the Representative there shall have occurred any material adverse change, or any development or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 9, Section 10, and Section 10 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. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that that, in the case of Section 12(i), (iv) or (v), the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, Inc., or trading in securities generally on either the New York Stock Exchange or the Nasdaq or the NYSE Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey California authorities or a major material disruption of in commercial banking or securities settlements settlement or clearing clearance services in the United States shall have occurred and be continuinghas occurred; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representative Representatives there shall have occurred any changea Material Adverse Change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; provided, however, or (c) any party hereto to any other party hereto except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (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 12 9 shall be without liability on the part of (ax) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company or any person controlling the Company; provided, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholders if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 12 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company; providedCompany or any person controlling the Company or the Selling Stockholders, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (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 12 9 shall be without liability on the part of (ax) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company; providedCompany or any person controlling the Company or, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Global Market, or trading in securities generally on either the Nasdaq 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 stock exchangesexchanges by the Commission or NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware federal or New Jersey York authorities or a major material disruption of in commercial banking or securities settlements settlement or clearing clearance services in the United States shall have occurred and be continuinghas occurred; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 7 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholders if at any time: time subsequent to the 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 NasdaqNasdaq Stock Market, Inc., or trading in securities generally on either the Nasdaq Stock 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 stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in Material Adverse Change to 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 businessCompany; 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Offered Shares by the Underwriters Underwriter on the First Closing Date, this Agreement may be terminated by the Representative Underwriter by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Global Market, or trading in securities generally on either the Nasdaq 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 stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware Delaware, Texas or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Underwriter is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Underwriter there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters Underwriter pursuant to Section Sections 4 and Section 7 hereof or hereof, (b) any the Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Global Market, or trading in securities generally on either the Nasdaq 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 stock exchangesexchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq Stock 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 exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of U.S. federal, United Kingdom, European Union, New York, York or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the 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 NasdaqNASDAQ, or (b) trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving that could be expected to result in a prospective change, in the conditionthat could be expected, financial or otherwise, individually or in the businessaggregate, 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 businessto 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the CompanyCompany or the Selling Stockholder; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (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 Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Shareholders if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware Virginia or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (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 12 9 shall be without liability on the part of (ax) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company; providedCompany or any person controlling the Company or the Selling Shareholders, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives, by notice given to the Company if (a) at any time: time (i) a downgrading in the rating accorded the Securities, or securities that are pari passu to the Securities, by any “nationally recognized statistical rating organization” (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act) occurs or any such organization shall have given any notice of any intended or potential downgrading or of any review for a possible change with possible negative implications in its ratings of such securities, (ii) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqThe NASDAQ Global Select Market, or trading in securities generally on either the Nasdaq The NASDAQ Global Select Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives, is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified in clauses (a)(i)-(vi) of this Section 9, such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 6 hereof and Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and 7 shall survive such terminationtermination and remain effective at all times.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingIsraeli 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 sole 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the sole judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries 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 12 shall be without liability on the part of (aA) the Company to any Underwriter, except that the Company shall be obligated to reimburse the reasonable and documented expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 7 hereof or (bB) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (A) The Placement Agents shall have the right to terminate this Agreement (and the obligations of the Purchasers under subscription agreements entered into with the Company) by giving notice as hereinafter specified at any time at or prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by without liability on the Representative by notice given part of the Placement Agents to the Company Company, if at any time: (i) prior to delivery and payment for the Shares (a) trading or quotation in any of the Company’s securities generally shall have been suspended or limited by the Commission on or by the Nasdaqany Trading Market, or (b) trading in securities generally on either the Nasdaq or Common Stock of the NYSE Company shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; exchange, in the over-the-counter market or by the Commission, (iic) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal, New York, Delaware federal or New Jersey state authorities or a major material disruption of shall have occurred in commercial banking or securities settlements settlement or clearing clearance services in the United States shall have occurred and be continuing; States, (iiid) there shall have occurred any outbreak or material escalation of national or international hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (e) there shall have occurred any other calamity or crisis or calamityany material change in general economic, political or any change financial conditions in the United States or international financial marketselsewhere, if the effect of any such event specified in clause (d) or any substantial change or development involving a prospective substantial change in United States’ or international political(e), financial or economic conditions, as in the judgment of the Representative Placement Agents, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered completion of the sale of and payment for the Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Base Prospectus and on the terms described in Prospectus Supplement, (ii) since the Time time of Sale Prospectus execution of this Agreement, there has been any Material Adverse Change or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, Company or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other calamity calamity, whether or not covered by insurance, in each case which is not described in the Registration Statement, the Base Prospectus or the Prospectus Supplement and is of such character as that in the judgment of the Representative may interfere materially Placement Agents would, individually or in the aggregate, result in a Material Adverse Change and which would, in the judgment of the Placement Agents, make it impracticable or inadvisable to proceed with the conduct offering or the delivery of the business Shares on the terms and operations in the manner contemplated in this Agreement, the Registration Statement, the Base Prospectus or the Prospectus Supplement, (iii) the Company shall have failed, refused or been unable to comply with the terms or perform any agreement or obligation of this Agreement or any subscription agreement entered into with Purchasers, other than by reason of a default by the Placement Agents, or (iv) any condition of the Company regardless of whether or Placement Agents’ obligations hereunder is not such loss shall have been insuredfulfilled. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to will reimburse the Placement Agents for all of their out-of-pocket expenses of actually incurred by them in connection with the Representative and the Underwriters pursuant to Section 4 and Section 7 hereof or (b) any Underwriter Offering, subject to the Company; providedlimitation set forth in the last paragraph of Section 1, however, and that the provisions of Section 9 4, and Section 10 11 hereof shall at all times be effective and shall survive notwithstanding such termination. (B) If the Placement Agents elect to terminate this Agreement as provided in this Section 10, the Company shall be notified promptly by the Placement Agents by telephone, confirmed by letter.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholders if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange, or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any the New York Stock Exchange by the Commission or the National Association of such stock exchangesSecurities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative 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 12 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company; providedCompany or any person controlling the Company or the Selling Stockholders, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior The Representative may terminate this Agreement with respect to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Notes 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 NasdaqNYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) 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, New York, Delaware federal or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingYork authorities; (iiiiv) there shall have occurred any been (A) an outbreak or escalation of national hostilities between the United States and any foreign power, (B) an outbreak or international hostilities escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis or calamity, or any change in involving the United States or international financial markets, or (D) any substantial change or development involving a prospective substantial change in United States’ general economic, political or international politicalfinancial conditions which has an effect on the U.S. financial markets that, financial or economic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative is material and adverse and Representative, makes it impracticable or inadvisable to market proceed with the Offered Shares offer, sale and delivery of the Securities as disclosed in the manner and on the terms described in the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus Final Offering Memorandum, exclusive of any amendment or to enforce contracts for the sale of securitiessupplement thereto; or (ivv) in the judgment of the Representative there shall have occurred or exist any change, event or condition a type described in Section 2(p) hereof or any development or other loss, event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 8 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section 4 and Section 7 hereof or 6 hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section 9 and Section 10 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior This Agreement shall be subject to termination in the purchase absolute discretion of the Firm Shares by the Underwriters on the First Closing DateRepresentatives, this Agreement may be terminated by the Representative by notice given to the Company if at any time: prior to the Closing Date (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iii) if there shall have occurred any outbreak been, since the date of this Agreement or escalation since the respective dates as of national or international hostilities or any crisis or calamity, or any change which information is given in the United States or international financial marketsRegistration Statement and the Final Supplemented Prospectus, or any substantial material adverse 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; , or (vii) if, since the Company date of this Agreement, there shall have sustained a loss by strike, fire, flood, earthquake, accident 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 character as to make it, in the judgment of the Representative may interfere materially Representatives, impracticable or inadvisable to proceed with the conduct offering and delivery of the business and operations Securities, or (iii) if, since the date of this Agreement, trading in any securities of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability suspended by the SEC or a national securities exchange or the over-the-counter markets, or if trading generally on the part NASDAQ Stock Market, the New York Stock Exchange or the over-the-counter markets shall have been suspended, or minimum or maximum prices for trading shall have been 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 other governmental authority, or 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 relevant authorities in the country or 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 or clearance services in such country shall have occurred, or (aiv) if the 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 lowered since that date or if any such rating agency shall have publicly announced (other than a reaffirmation of a previous announcement) since such date that it has under a surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the Representatives’ attention any Underwriter, except facts that would cause the Representatives to reasonably believe that the Company shall Final Supplemented Prospectus, at the time it was required to be obligated delivered to reimburse the expenses Underwriters, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Representative and circumstances existing at the Underwriters pursuant to Section 4 and Section 7 hereof or (b) any Underwriter to the Company; providedtime of such delivery, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationnot misleading.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholder if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq, 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 stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of -27- 32 the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholder, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Lead Representative by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware federal or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingYork 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 Lead Representative is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company or any TR Entity shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Lead Representative may interfere materially with the conduct of the business and operations of the Company and the TR Entities, considered as one entity, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters Underwriter on the First Closing Date, Date this Agreement may be terminated by the Representative Underwriter by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE Amex LLC, or trading in securities generally on either any of the Nasdaq Stock 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 stock exchangesexchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware Texas or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Representative Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Underwriter there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters Underwriter pursuant to Section Sections 4 and Section 7 hereof or hereof, (b) any the Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing DateThe Representative, this Agreement may be terminated by the Representative by notice given to the Company and the Selling Stockholders, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time: time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, Nasdaq Global 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 stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware federal or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingYork 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section the extent provided in Sections 4 and Section 7 hereof or hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingBritish Columbia 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqAMEX, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial financial, or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 5 (the "Payment of Expenses") and Section 7 hereof or 6 (the "Reimbursement of Underwriters' Expenses") hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 ("Indemnification") and Section 10 9 ("Contribution") shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this (a) This Agreement may be terminated by the Representative by giving written notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqAMEX, or other exchange as agreed to by the parties, or trading in securities generally on either the Nasdaq 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 stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New YorkNevada, Florida or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any changeMaterial Adverse Change, or any development or event involving that could reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterpriseprospects, 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 of this Agreement, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 7, 8 and this Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

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

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

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company [and the Selling Stockholder] if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of United States federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, calamity involving or affecting the United States or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving that could reasonably be expected to result in a prospective change, in the condition, financial or otherwise, or in the earnings, business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterpriseprospects, whether or not arising from transactions in the ordinary course of business; or (v) , of the Company shall have sustained a loss by strikeand its subsidiaries, fireconsidered as one entity, floodthe effect of which is, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the conduct Offering or delivery of the business Shares as contemplated in the Registration Statement and operations of the Company regardless of whether or not such loss shall have been insuredProspectus. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company [or the Selling Stockholder] to any Underwriter, Underwriter except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section in accordance with Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; providedCompany [or the Selling Stockholder], however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing DateThe Representative, this Agreement may be terminated by the Representative by notice given to the Company Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time: time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, NASDAQ or (b) trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware federal or New Jersey authorities or a York authorities; (iii) any major disruption of securities settlements of securities, payment or clearing clearance services in the United States shall have occurred and be continuingwhich adversely affects the ability of the Underwriters to complete the offering contemplated by this Agreement; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 11 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Representative and Underwriters to the Underwriters pursuant to Section extent provided in Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter the Underwriters to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section Sections 8, 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior The Representative may terminate this Agreement with respect to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Notes 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 NasdaqNYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) 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, New York, Delaware federal or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingYork authorities; (iiiiv) there shall have occurred any been (A) an outbreak or escalation of national hostilities between the United States and any foreign power, (B) an outbreak or international hostilities escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis or calamity, or any change in involving the United States or international financial markets, or (D) any substantial change or development involving a prospective substantial change in United States’ general economic, political or international politicalfinancial conditions which has an effect on the U.S. financial markets that, financial or economic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative is material and adverse and Representative, makes it impracticable or inadvisable to market proceed with the Offered Shares offer, sale and delivery of the Securities as disclosed in the manner and on the terms described in the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus Final Offering Memorandum, exclusive of any amendment or to enforce contracts for the sale of securitiessupplement thereto; or (ivv) in the judgment of the Representative there shall have occurred or exist any change, event or condition a type described in Section 2(l) hereof or any development or other loss, event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 8 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section 4 and Section 7 hereof 6 hereof, (ii) any Initial Purchaser to the Company or any Guarantor, or (biii) any Underwriter party hereto to the Company; provided, however, any other party except that the provisions of Section 9 and Section 10 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Jefferies and Xxxxx by notice given to the Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Jefferies and 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 the Representative Jefferies and Xxxxx there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Jefferies and 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the CompanyCompany or the Selling Stockholders; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission Commission, by the Nasdaq Global Market or by a Canadian securities regulatory authority or by the NasdaqTSX, or trading in securities generally on either any of the Nasdaq Stock Market, the New York Stock Exchange or the NYSE TSX shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of United States federal, New York, Delaware York state or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCanadian federal 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 States, Canadian or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ’, Canada’s or international political, financial or economic conditions, in each case 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 Time of Sale Prospectus or the Applicable Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or hereof, (b) any Underwriter to the Company; provided, howeveror (c) any party hereto to any other party, except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company and the Selling Stockholder if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingMissouri 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, Material Adverse Change; (v) in the condition, financial or otherwise, or judgment of the Representative there shall have occurred a material event which affects (A) the disclosure in the business, properties, earnings, results of operations Prospectus or prospects (B) the ability of the Company Underwriters to market and its Subsidiaries considered as one enterprise, whether or not arising sell the Offered Shares on the terms set forth in the ordinary course of businessPreliminary Prospectus or the Prospectus; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of of: (a) the Company or the Selling Stockholder to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof; (b) any Underwriter to the CompanyCompany or the Selling Stockholder; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Underwriters by notice given to the Company if at any time: time (i) trading or quotation in any of securities issued or guaranteed by the Company’s securities Company shall have been suspended or limited by the Commission Commission, Nasdaq, the New York Stock Exchange or by the NasdaqAmerican Stock Exchange or other market, or trading in securities generally on either the Nasdaq National Market, the New York Stock Exchange, the American Stock Exchange, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the NYSE Chicago Board of Trade, shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or any other Governmental Authority; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authority; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, any attack on or act of terrorism involving, or any change in in, the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Underwriters is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Underwriters there shall have occurred any changeMaterial Adverse Effect, or any development or event involving that could reasonably be expected to result in a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterpriseMaterial Adverse Effect, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, taken as a whole; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, aircraft loss, or other calamity or disaster of such character as in the judgment of the Representative may Underwriters may, singly or in the aggregate, interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and Section 7 hereof ; or (bvi) there shall have occurred any Underwriter to major disruption of settlements of securities or clearance services in the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationUnited States.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Principal Stockholder if at any time: time (ia) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iib) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (ve) the Company or the Principal Stockholder 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 12 11 shall be without liability on the part of (ai) the Company or the Principal Stockholder to any Underwriter, except that the Company and the Principal Stockholder shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (bii) any Underwriter to the Company; provided, however, or (iii) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Initial Purchasers by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq, 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 stock exchangesexchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federalFederal, New York, Delaware Pennsylvania or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Final Circular or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Initial Purchasers there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representative Initial Purchasers and the Underwriters Initial Purchasers pursuant to Section 4 -27- 28 Sections 5 and Section 7 hereof or 6 hereof, (b) any Underwriter Initial Purchaser to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any material change, or any material development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that that, in the case of Section 12(i), (iv) or (v), the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Placement Agent by notice given to the Company if if: (a) at any timetime after the execution and delivery of this Agreement and prior to the Closing Date: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNASD, or trading in securities generally on either the Nasdaq or Stock Market 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 stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of United States federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred 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 or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ' or international political, financial or economic conditions, or any law or regulation, as in the reasonable judgment of the Representative Placement 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 market the Offered Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus Supplement or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representative Placement Agent there shall have occurred any change, Material Adverse Change or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative 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 12 9 shall be without liability on the part of (a) the Company any party hereto to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 Sections 6, 7 and Section 10 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Cantor by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey 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 the Representative 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 the Representative Cantor there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ Global Select Market, or (ii) trading in securities generally on either the Nasdaq NASDAQ Global Select Market or the NYSE New York Stock Exchange (the “NYSE”) shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingLouisiana authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (ivv) in the reasonable judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section 4 and to the extent applicable Section 7 hereof 6 hereof, (ii) any Initial Purchaser to the Company or any Guarantor, or (biii) any Underwriter party hereto to the Company; provided, however, any other party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (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 judgment, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated by the Prospectus. Any termination pursuant to this Section 12 9 shall be without liability on the part of (ax) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company; provided, however, Company or any person controlling the Company or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Xxxxxxx Xxxxx by notice given to the Company Issuer if at any time: (i) trading or quotation in any of the CompanyIssuer’s securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (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 Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Xxxxxxx Xxxxx there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Effect; or (v) the Company Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Xxxxxxx Xxxxx may interfere materially with the conduct of the business and operations of the Company Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company Issuer to any UnderwriterInitial Purchaser, except that the Company Issuer and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 7 hereof 6 hereof, (ii) any Initial Purchaser to the Issuer, or (biii) any Underwriter party hereto to the Company; provided, however, any other party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your 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 12 9 shall be without liability on the part of (ax) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company or any person controlling the Company; provided, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholder if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any material change, or any material development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that that, in the case of Section 12(i), (iv) or (v), the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company and the Selling Stockholder if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Global Market, or trading in securities generally on either the Nasdaq 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 stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New YorkYork , Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholder, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware Georgia or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia 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 States' or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character and magnitude 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, considered as one enterprise, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; providedCompany or the Selling Shareholders, howeveror (c) of any party hereto to any FleetBoston Xxxxxxxxx Xxxxxxxx Inc., et al. February , 2000 other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares Securities by the Underwriters Initial Purchasers on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaqany exchange, or trading in securities generally on either the Nasdaq or the NYSE any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or Pricing Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company Issuers to any UnderwriterInitial Purchaser, except that the Company Issuers shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter Initial Purchaser to the Company; providedIssuers, however, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 9 7 and Section 10 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing DateThe Underwriter, this Agreement may be terminated by the Representative by notice given to the Company and the Selling Stockholders, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time: time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission Commission, the NASDAQ Global Select Market or by the Nasdaq, or (b) trading in securities generally on either the Nasdaq NASDAQ Global Select Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware federal or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingYork authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 13 shall be without liability on the part of (a) the Company or the Selling Stockholders to any the Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Underwriter to the extent provided in Sections 6 and the Underwriters pursuant to Section 4 and Section 7 hereof or 9 hereof, (b) any the Underwriter to the Company; providedCompany and the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 Sections 10, 11 and Section 10 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Initial Purchasers by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ Global Select Market, or trading in securities generally on either the Nasdaq NASDAQ Global Select Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware Louisiana or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Initial Purchasers is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representative Initial Purchasers there shall have occurred any change, Material Adverse Change; or the Company or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company Guarantor shall have sustained a loss by fire, strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative Initial Purchasers, may interfere materially with the conduct of the business and operations operation of the Company or the Guarantors, considered as one entity, regardless of whether or not such loss shall have been insured, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and any Guarantor shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section 4 and to the extent applicable Section 7 hereof or 6 hereof, (b) any Underwriter Initial Purchaser to the Company; providedCompany or any Guarantor, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholders if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; exchanges by the Commission or the NASD, (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (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 12 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company; providedCompany or any person controlling the Company or the Selling Stockholders, howeveror (z) of any party hereto to any other party, except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination, except with respect to the expenses to be paid by the Selling Stockholders pursuant to Section 5 hereof.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (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 12 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company; providedCompany or any person controlling the Company or the Selling Stockholders, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior The obligations of the Placement Agents under this Agreement and of the Purchasers under the Subscription Agreements may be terminated at any time on or prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company from the Representative, without liability on the part of the Placement Agents or the Purchasers to the Company if at any time: in the sole judgment of the Representative, (i) trading or quotation in any of the Company’s equity securities of the Company shall have been suspended or limited by the Commission or by the NasdaqNASDAQ CM, or (ii) trading in securities generally on either the Nasdaq New York Stock Exchange or the NYSE NASDAQ CM shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by such exchange, by order of the Commission or any of such stock exchanges; court or other governmental authority, or by the NASDAQ CM, (iiiii) a general banking moratorium shall have been declared by any of federal, New York, Delaware either federal or New Jersey York State authorities or a major any material disruption of the securities settlements settlement or clearing clearance services in the United States shall have occurred and be continuing; occurred, or (iiiiv) there shall have occurred any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States, any outbreak or escalation of hostilities involving the United States, a declaration of a national emergency or international hostilities or any crisis or calamitywar by the United States, or any change other calamity or crisis, either within or outside the United States, shall have occurred, the effect of which is such as to make it, in the United States or 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 sole judgment of the Representative is material Representative, impracticable or inadvisable to proceed with completion of the placement of the Shares on the terms and adverse and makes it impracticable to market the Offered Shares in the manner contemplated in the General Disclosure Package and on the terms Prospectus. In addition, the obligations of the Placement Agents hereunder and the Purchasers under the Subscription Agreements may be terminated by the Placement Agents, in its absolute discretion by notice given to the Company prior to delivery of and payment for the Shares if, prior to that time, any of the events described in Sections 7(e) and (f) have occurred or if the Time of Sale Prospectus Purchasers shall decline to purchase the Shares for any reason permitted under this Agreement or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationSubscription Agreements.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Issuer if at any time: (i) trading or quotation in any of the Company’s or the Issuer’s securities shall have been suspended or materially limited by the Commission or by the NasdaqCommission, or (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, New York, Delaware federal or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingYork authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus General Disclosure Package or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (vvi) the Company or the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company or the Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 ‎10 shall be without liability on the part of (a) the Company or the Issuer to any Underwriter, except that the Company and the Issuer shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 Sections 5(j) and Section 7 hereof or ‎8 hereof, (b) any Underwriter to the Company; providedCompany and the Issuer, however, or (c) any party hereto to any other party except that the provisions of Section 9 and Section 10 ‎9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholders if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, Inc. or trading in securities generally on either the Nasdaq National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the Nasdaq Stock Market, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware Delaware, Texas or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia governmental authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the reasonable judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securitiesProspectus; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company; providedCompany or any Selling Stockholders or any person controlling the Company or any Selling Stockholders, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesmarkets or exchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New YorkYork [, Delaware Delaware] or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (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 Xxxxxxxxx Xxxxxxxx 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 12 9 shall be without liability on the part of (ax) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company or any person controlling the Company; provided, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholder if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the reasonable judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (vi) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Underwriter, except to the extent that the Company shall be is obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or 6 hereof, (b) any Underwriter to the Company; Company or the Selling Stockholder, provided, however, that if the Company reimbursed the Underwriters for their expenses pursuant to Section 6 hereof and the defaulting Underwriter or Underwriters are obligated to reimburse the Company for all reimbursements made by the Company to the Representatives and the other Underwriters pursuant to Section 6 hereof, such obligation to reimburse the Company shall survive, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative 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; and (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 12 9 shall be without liability on the part of (ax) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company or any person controlling the Company; provided, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior This Agreement shall be subject to termination in the purchase absolute discretion of the Firm Shares by the Underwriters on the First Closing DateRepresentatives, this Agreement may be terminated by the Representative by notice given to the Company if at any time: prior to the Closing Date (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iii) if there shall have occurred any outbreak been, since the date of this Agreement or escalation since the respective dates as of national or international hostilities or any crisis or calamity, or any change which information is given in the United States or international financial marketsRegistration Statement and the Final Supplemented Prospectus, or any substantial material adverse 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; , or (vii) if, since the Company date of this Agreement, there shall have sustained a loss by strike, fire, flood, earthquake, accident 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 character as to make it, in the judgment of the Representative may interfere materially Representatives, impracticable or inadvisable to proceed with the conduct offering and delivery of the business and operations Securities, or (iii) if, since the date of this Agreement, trading in any securities of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant suspended by the SEC or a national securities exchange or the over-the-counter markets, or if trading generally on either the the New York Stock Exchange or the over-the-counter markets shall have been suspended, or minimum or maximum prices for trading shall have been 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 other governmental authority, or 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 relevant authorities in the country or 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 or clearance services in such country shall have occurred, or (iv) if the rating assigned by any nationally recognized securities rating agency to this Section 12 shall be without liability on the part any debt securities of (a) the Company as of the date of this Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced (other than a reaffirmation of a previous announcement) since such date that it has under a surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the Representatives’ attention any Underwriter, except facts that would cause the Representatives to reasonably believe that the Company shall Final Supplemented Prospectus, at the time it was required to be obligated delivered to reimburse the expenses Underwriters, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Representative and circumstances existing at the Underwriters pursuant to Section 4 and Section 7 hereof or (b) any Underwriter to the Company; providedtime of such delivery, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationnot misleading.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware federal or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingYork 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterpriseSubsidiaries, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior (A) The Placement Agent shall have the right to terminate this Agreement (and the obligations of the Purchasers under subscription agreements entered into with the Company) by giving notice as hereinafter specified at any time at or prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by without liability on the Representative by notice given part of the Placement Agent to the Company Company, if at any time: (i) prior to delivery and payment for the Shares (a) trading or quotation in any of the Company’s securities generally shall have been suspended or limited by the Commission on or by the Nasdaqany Trading Market, or (b) trading in securities generally on either the Nasdaq or Common Stock of the NYSE Company shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; exchange, in the over-the-counter market or by the Commission, (iic) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal, New York, Delaware federal or New Jersey state authorities or a major material disruption of shall have occurred in commercial banking or securities settlements settlement or clearing clearance services in the United States shall have occurred and be continuing; States, (iiid) there shall have occurred any outbreak or material escalation of national or international hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (e) there shall have occurred any other calamity or crisis or calamityany material change in general economic, political or any change financial conditions in the United States or international financial marketselsewhere, if the effect of any such event specified in clause (d) or any substantial change or development involving a prospective substantial change in United States’ or international political(e), financial or economic conditions, as in the judgment of the Representative Placement Agent, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered completion of the sale of and payment for the Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Base Prospectus and on the terms described in Prospectus Supplement, (ii) since the Time time of Sale Prospectus execution of this Agreement, there has been any Material Adverse Change or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, Company or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other calamity calamity, whether or not covered by insurance, in each case which is not described in the Registration Statement, the Base Prospectus or the Prospectus Supplement and is of such character as that in the judgment of the Representative may interfere materially Placement Agent would, individually or in the aggregate, result in a Material Adverse Change and which would, in the judgment of the Placement Agent, make it impracticable or inadvisable to proceed with the conduct offering or the delivery of the business Shares on the terms and operations in the manner contemplated in this Agreement, the Registration Statement, the Base Prospectus or the Prospectus Supplement, (iii) the Company shall have failed, refused or been unable to comply with the terms or perform any agreement or obligation of this Agreement or any subscription agreement entered into with Purchasers, other than by reason of a default by the Placement Agent, or (iv) any condition of the Company regardless of whether or Placement Agent’s obligations hereunder is not such loss shall have been insuredfulfilled. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to will reimburse the Placement Agent for all of their out-of-pocket expenses of actually incurred by them in connection with the Representative and the Underwriters pursuant to Section 4 and Section 7 hereof or (b) any Underwriter Offering, subject to the Company; providedlimitation set forth in the last paragraph of Section 1, however, and that the provisions of Section 9 4, and Section 10 11 hereof shall at all times be effective and shall survive notwithstanding such termination. (B) If the Placement Agent elects to terminate this Agreement as provided in this Section 10, the Company shall be notified promptly by the Placement Agent by telephone, confirmed by letter.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia 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 Representative, is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representative, there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character character, as in the judgment of the Representative Representative, may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 and Section 7 hereof or hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; exchanges by the Commission or the National Association of Securities Dealers, Inc., (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your 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 12 9 shall be without liability on the part of (ax) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 Sections 5 and Section 7 hereof or 6 hereof, (by) any Underwriter to the Company or any person controlling the Company; provided, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq, Nasdaq National Market or the Pacific Stock Exchange; (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 stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingCalifornia authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof if this Agreement is terminated as a result of clause (i), (v) or (vi) of this Section 7 hereof or 11, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingBritish Virgin Island 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 Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling 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 NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Maryland or Delaware or New Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuingauthorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessMaterial Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section ‎Section 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section ‎Section 4 and Section or ‎Section 7 hereof or (b) any Underwriter to the CompanyCompany or the Selling Stockholders; provided, however, that the provisions of Section ‎Section 9 and Section ‎Section 10 shall at all times be effective and shall survive such termination.

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

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