Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity 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 Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this (a) This Agreement may be terminated by the Lead Managers by Placement Agents giving one day’s notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange, Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or 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 financial, or economic conditions, as in the judgment of the Lead Managers Placement Agents is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Placement Agents there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or securities settlement or clearance services other calamity of such character as in the United States sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Issuer Company to any UnderwriterPlacement Agent, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the all expenses of the Underwriters Placement Agents pursuant to Sections 4 Section 9 (the “Payment of Expenses”) and 6 Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Underwriter Placement Agent to the Parent Guarantor or the Issuer, Company or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 11 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Parent GuarantorUnderwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, NASDAQ or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NASDAQ shall have been suspended or limitedsuspended, or (iv) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on any NASDAQ, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of federal its representations, warranties or New York authorities; covenants hereunder, (iiivii) there the Underwriters shall have occurred any outbreak or escalation become aware after the date hereof, of national or international hostilities or any crisis or calamity involving the United Statesevents that are reasonably expected to result in (A) a Material Adverse Effect, or any (B) a material adverse change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic general market conditions, in each case, as would make it impracticable, in the judgment Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts made by the Underwriters for the sale of securitiesthe Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (ivB) in becomes the judgment subject of a public action or investigation by a governmental body arising from conduct relating to the Lead Managers there shall have occurred Company (or such governmental body announces that it intends to take any Material Adverse Changesuch action or undertake any such investigation); or (vC) there shall have occurred is enjoined, suspended or otherwise limited from serving as a material disruption in commercial banking director or executive officer under the federal securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europelaws. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 4(a)(vii) and Section 9 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior (a) Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNYSE, or trading in securities generally on either the NYSE or the Nasdaq Stock Market or the New York Stock Exchange Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York authoritiesor Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; or (ivv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Lead Managers there Representative may interfere materially with the conduct of the business and operations of the Company, regardless of whether or not such loss shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europebeen insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer Company or any Guarantor to any Underwriter, except that the Parent Guarantor and the Issuer Guarantors shall be obligated to reimburse the expenses of the Representative and Underwriters pursuant to Sections 4 5 and 6 7 hereof, (b) any Underwriter the Underwriters to the Parent Company or any Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse Change; or Offered Securities, (v) there if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Securities or to enforce contracts made by the Clearstream or Euroclear systems in EuropeUnderwriters for the sale of the Offered Securities. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after a) Rxxxxxx Jxxxx shall have the Initial Sale Time and prior to the Closing Dateright, this Agreement may be terminated by the Lead Managers by giving notice given to the Parent Guarantor and the Issuer if as hereinafter specified at any time time, to terminate its obligations pursuant to a Placement Notice if (i) trading or quotation in any of the Parent GuarantorCompany’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, 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 Lead Managers Rxxxxxx Jxxxx is material and adverse and makes it impracticable or inadvisable to market the Securities Placement Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Rxxxxxx Jxxxx there shall have occurred any Material Adverse Change; or (v) there the Company or any of its subsidiaries shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Rxxxxxx Jxxxx xxx 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 with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 13(a) shall be without liability on the part of (a) the Issuer Company to any UnderwriterRxxxxxx Jxxxx, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters Rxxxxxx Jxxxx pursuant to Sections 4 and 6 7(h) hereof, (b) any Underwriter Rxxxxxx Jxxxx to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Lead Managers Jefferies by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York Maryland authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Jefferies is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Jefferies there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Parent Guarantor or the IssuerCompany; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after This Agreement shall be subject to termination in the Initial Sale Time and prior to absolute discretion of the Closing DateRepresentatives, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and Company prior to the Issuer if at any time Closing Date (i) if there shall have been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if, since the date of this Agreement, there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering and delivery of the Securities, or (iii) if, since the date of this Agreement, trading or quotation in any securities of the Parent Guarantor’s or the Issuer’s securities Company shall have been suspended or limited by the Commission SEC or by a national securities exchange or the New York Stock Exchangeover-the-counter markets, or if trading in securities generally on either the Nasdaq American Stock Market or Exchange, the New York Stock Exchange or the over-the-counter markets shall have been suspended or limitedsuspended, or minimum or maximum prices for trading shall have been generally established on fixed, or maximum ranges for prices for securities shall have been required, by either of said Exchanges, the over-the-counter markets or by order of the SEC or any of such stock exchanges by the Commission other governmental authority, or FINRA; (ii) if a general banking moratorium shall have been declared by any of federal either Federal or New York authorities; (iii) there authorities or if a banking moratorium shall have occurred been declared by the relevant authorities in the country or countries of origin of any outbreak foreign currency or escalation of national currencies in which the Securities are denominated or international hostilities or any crisis or calamity involving the United Statespayable, or any change in the United States or 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 Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred if a material disruption in commercial banking or securities settlement or clearance services service in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 11 such country shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuerhave occurred, or (civ) 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 party hereto debt securities of the Company, or (v) if there shall have come to the Representatives' attention any other party except facts that would cause the Representatives to reasonably believe that the provisions Prospectus, at the time it was required to be delivered to the Underwriters, included an untrue statement of Section 8 and Section 9 shall a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at all times be effective and shall survive the time of such terminationdelivery, not misleading.

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

Termination of this Agreement. On (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 after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by without liability on the Lead Managers by notice given part of the Placement Agent to the Parent Guarantor and the Issuer Company, if at any time (i) prior to delivery and payment for the Securities (A) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities generally shall have been suspended or limited by the Commission on or by the New York Stock Exchangeany Trading Market, or (B) trading in securities generally on either the Nasdaq Common Stock Market or of the New York Stock Exchange 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 or FINRA; Commission, (iiC) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York authorities; (iii) there state authorities or a material disruption shall have occurred any outbreak or escalation of national or international hostilities or any crisis or 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 Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) there shall have occurred any outbreak or material escalation of 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 any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Placement Agent, is material and adverse and makes it impractical or inadvisable to proceed with respect the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Statutory Prospectus and the Prospectus, (ii) since the time of execution of this Agreement, there has been any Material Adverse Change or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, in each case which is not described in the Statutory Prospectus and the Prospectus, and is of such character that in the judgment of the 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 Clearstream offering or Euroclear systems the delivery of the Securities on the terms and in Europethe manner contemplated in this Agreement, the Statutory Prospectus and the Prospectus, (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 Placement Agent’s obligations hereunder is not fulfilled. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer any party to any Underwriterother party, except that the Parent Guarantor and the Issuer shall be obligated to Company will reimburse the Placement Agent for all of their out-of-pocket expenses of actually incurred by them in connection with the Underwriters pursuant to Sections 4 Placement and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 6, and Section 9 15 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeOTC Bulletin Board, or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Representative there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Company and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, if applicable, (bii) any Underwriter Initial Purchaser to the Parent Guarantor or the IssuerCompany, or (ciii) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after (a) Each Agent and each Forward Purchaser shall have the Initial Sale Time and prior to the Closing Dateright, this Agreement may be terminated by the Lead Managers by giving notice given to the Parent Guarantor and the Issuer if as hereinafter specified at any time time, to terminate its obligations pursuant to a Placement Notice or any Terms Agreement if (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeExchange or in any over-the-counter market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, 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 Lead Managers such Agent or Forward Purchaser is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers such Agent or Forward Purchaser there shall have occurred any Material Adverse Change; or (v) there the Company or any of its subsidiaries shall have occurred sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of such Agent or Forward Purchaser 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; or (vi) any material disruption in commercial banking or of settlements of securities settlement or clearance services in the United States or that would materially impair settlement and clearance with respect to the Clearstream or Euroclear systems in EuropeShares. Any termination pursuant to this Section 11 13(a) shall be without liability on the part of (aA) the Issuer Company to any Underwritersuch Agent or Forward Purchaser, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters such Agent pursuant to Sections 4 and 6 Section 7(h) hereof, (bB) any Underwriter such Agent or Forward Purchaser to the Parent Guarantor or the IssuerCompany, or (cC) of any party hereto to any other party except that the provisions of Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANYSE American; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse Change; or Offered Securities, (v) there if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Securities or to enforce contracts made by the Clearstream or Euroclear systems in EuropeUnderwriters for the sale of the Offered Securities. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to the Closing Date, this This Agreement may be terminated by the Lead Managers Representatives by notice given to the Parent Guarantor and the Issuer Company if at any time prior to Closing: (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading settlement in securities generally on either the Nasdaq Stock Market Market, the NYSE or the New York Stock Exchange any over-the-counter market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges by the Commission or FINRAexchange; (ii) trading or settlement in any securities of the Parent on the Nasdaq Stock Market shall have been suspended or limited, (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, 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 Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; or (ivv) the Company or any of the Initial Guarantors shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Lead Managers there Representatives may (A) interfere materially with the conduct of the business and operations of the Company and the Initial Guarantors, taken as a whole, regardless of whether or not such loss shall have occurred any Material Adverse Change; or been insured and (vB) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services make it inadvisable to proceed with the offering of the Securities in the United States or with respect to manner and on the Clearstream or Euroclear systems terms described in Europethe Pricing Disclosure Package. Any termination pursuant to this Section 11 shall be without liability on the part of (ai) the Issuer Company or any Initial Guarantor to any Underwriterthe Initial Purchaser, except that the Parent Guarantor Company and the Issuer Initial Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Underwriter Initial Purchaser to the Parent Guarantor or the IssuerCompany, or (ciii) of any party hereto to any other party except that the provisions of Section 8 Sections 4, 9 and Section 9 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Parent Guarantor and the Issuer if at any time (i) trading or quotation in any of the Parent GuarantorIssuer’s or the Issuer’s securities Guarantors’ Securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock ExchangeMarket, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York authoritiesor Delaware authorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Representatives there shall have occurred any Material Adverse Change; or (v) there the Issuer or a Guarantor shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representatives may interfere materially with the conduct of the business and operations of the Issuer or with respect to the Clearstream any Guarantor regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (aA) the Issuer or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Issuer and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (bB) any Underwriter Initial Purchaser to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal U.S. federal, PRC or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States States, PRC or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ’, PRC’s or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse Change; or Securities, (v) there if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. Prior to the Clearstream Closing Date, whether before or Euroclear systems in Europeafter notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Company for “Cause” (as defined herein). Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or Company, except if this Agreement is terminated by the Issuer, Company for “Cause.” or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of the Agreement by any of the Underwriters. In the event that the Company believes that any of the Underwriters have engaged in conduct constituting Cause, it must first notify such Underwriter(s) in writing of the facts and circumstances supporting such an assertion(s) and allow the Underwriter(s) twenty (20) days to cure such alleged conduct.

Termination of this Agreement. On (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholder as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given Date or any Option Closing Date (as to the Parent Guarantor and the Issuer Option Shares to be purchased on such Option Closing Date only), if at any time (i) trading there has occurred any material adverse change in the securities markets or quotation any event, act or occurrence that has materially disrupted, the securities markets or there has been a material adverse change in any general financial, political or economic conditions the effect of which is to make it, in the reasonable judgment of the Parent GuarantorUnderwriter, inadvisable or impracticable to market the Shares (ii) trading in the Company’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, Nasdaq or trading in securities generally on either the Nasdaq Stock Market Market, the NYSE or the New York Stock Exchange NYSE American shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiiv) a general banking moratorium shall have been declared by any of federal or New York state authorities; , (iiiv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamity act of terrorism involving the United States, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change or development involving a prospective substantial change in United States’ States or other international political, financial or economic conditionsconditions or any other calamity or crisis, as the effect of which is to make it, in the reasonable judgment of the Lead Managers is material and adverse and makes it Underwriter, inadvisable or impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Shares, or to enforce contracts for the sale of securities; (ivvi) in the reasonable judgment of the Lead Managers Underwriter, there shall have occurred any Material Adverse Change; has been, since the time of execution of this Agreement or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services since the respective dates as of which information is given in the United States Registration Statement, the Time of Sale Disclosure Package or with respect to the Clearstream Final Prospectus, any material adverse change in the assets, properties, condition, financial or Euroclear systems otherwise, or in Europethe results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 5(a)(viii) and Section 9 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the First Closing Date, Date this Agreement may be terminated by the Lead Managers Xxxxxxxxxx Securities by notice given to the Parent Guarantor Company and the Issuer Selling Stockholders if at any time (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s Company's securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock ExchangeMarket, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Lead Managers Underwriters there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer Company or the Selling Stockholders to any Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor Company or the IssuerSelling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination. Section 12.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the First Closing Date, this Agreement may be terminated by the Lead Managers Underwriters by notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Maryland or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the 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 Lead Managers Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Representatives there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or securities settlement or clearance services other calamity of such character as in the United States sole judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 (“Indemnification”) and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing DateTime, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNYSE, or trading in securities generally on either the NYSE or the Nasdaq Stock Market or the New York Stock Exchange Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York authoritiesor Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; or (ivv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Lead Managers there Underwriter may interfere materially with the conduct of the business and operations of the Company, regardless of whether or not such loss shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europebeen insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer Company to any the Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Sections 4 5 and 6 7 hereof, (b) any the Underwriter to the Parent Guarantor or the Issuer, Company or (c) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal U.S. federal, regional, local or New York other governmental or regulatory authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse Change; or Offered Securities, (v) there if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with respect the offer, sale and/or delivery of the Offered Securities or to enforce contracts made by the Clearstream or Euroclear systems in EuropeUnderwriters for the Offering. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York British Virgin Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse Change; or Offered Securities, (v) there if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Clearstream or Euroclear systems in EuropeUnderwriters for the sale of the Offered Securities. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $150,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in if the judgment Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred Offered Securities; (v) if the Company is in material breach of any Material Adverse Changeof its representations, warranties or covenants hereunder; or (vvi) there if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services Material Adverse Change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions would make it impracticable to proceed with respect the Offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Clearstream or Euroclear systems in EuropeUnderwriters for the sale of the Offered Securities. Any termination pursuant to this Section 11 9 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 5 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Representative, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment Company fails or refuses to comply with the material terms or to fulfill any of the Lead Managers there material conditions of this Agreement, or for any reason the Company shall have occurred any Material Adverse Changebe unable to perform its obligations under this Agreement; (v) the company fails to comply with all the regulatory requirements under the laws of PRC to get listed overseas, including but not limited to Trial Measures, M&A Rules; or (vvi) there shall have occurred other regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a material disruption in commercial banking result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or securities settlement or clearance services in to enforce contracts for the United States or with respect to sale of the Clearstream or Euroclear systems in EuropeOffered Securities. Any termination pursuant to this Section 11 8 and Section 14 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Representative for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, which shall not exceed $150,000, in the Underwriters pursuant to Sections 4 event that there is not a Closing, and 6 hereofother out-of-pocket expenses including, but not limited to, travel, due diligence expenses, roadshow, cost of book building, prospectus tracking and compliance software for the offering, and costs associated with bound volumes of the offering materials and commemorative mementos and lucite tombstones), actually incurred by the Representative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 9 7 shall at all times be effective and shall survive such termination. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Underwriters by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRACapital Market; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market; (v) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse ChangeSecurities; or (vvi) there shall have occurred a if the Company is in material disruption in commercial banking breach of any of its representations, warranties or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. covenants hereunder, Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal U.S. federal, PRC or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States States, PRC or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ’, PRC’s or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse Change; or Securities, (v) there if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Securities or to enforce contracts made by the Clearstream or Euroclear systems in EuropeUnderwriters for the sale of the Securities. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred Offered Securities; (v) if the Company is in material breach of any Material Adverse Changeof its representations, warranties or covenants hereunder; or (vvi) there if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services Material Adverse Change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with respect the Offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Clearstream or Euroclear systems in EuropeUnderwriters for the sale of the Offered Securities. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or For the period from and after the Initial Sale Time effectiveness of this Agreement and prior to the First Closing Date, this Agreement may shall be terminated subject to termination by the Lead Managers Representatives by notice given to the Parent Guarantor and the Issuer Company if at any time during such period (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s Company's securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNasdaq National Market, or trading in securities generally on either of the Nasdaq Stock National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock markets or exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Lead Managers Representatives, is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement other calamity of such character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 6 hereof, (b) of any Underwriter to the Parent Guarantor or the Issuer, Company or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal U.S. federal, PRC or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States States, PRC or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ’, PRC’s or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse Change; or Securities, (v) there if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. Prior to the Clearstream Closing Date, whether before or Euroclear systems in Europeafter notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Company for “Cause” (as defined herein). Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or Company, except if this Agreement is terminated by the Issuer, Company for “Cause.” or (c) of any party hereto to any other party except that the provisions of Section 8 5 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 shall at all times be effective and shall survive such termination. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of the Agreement by any of the Underwriters. In the event that the Company believes that any of the Underwriters have engaged conduct constituting Cause, it must first notify such Underwriter(s) in writing of the facts and circumstances supporting such an assertion(s) and allow the Underwriter(s) twenty (20) days to cure such alleged conduct.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal U.S. federal, PRC or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred Offered Securities; (v) if the Company is in material breach of any Material Adverse Changeof its representations, warranties or covenants hereunder; or (vvi) there if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services Material Adverse Change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with respect the Offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Clearstream or Euroclear systems in EuropeUnderwriters for the sale of the Offered Securities. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing DateTime, this Agreement may be terminated by the Lead Managers Underwriters by notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNYSE, or trading in securities generally on either the NYSE or the Nasdaq Stock Market or the New York Stock Exchange Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York authoritiesor Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Underwriters is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package and or the Prospectus or to enforce contracts for the sale of securities; or (ivv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Lead Managers there Underwriters may interfere materially with the conduct of the business and operations of the Company, regardless of whether or not such loss shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europebeen insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer Company to any Underwriterthe Underwriters, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 5 and 6 7 hereof, (b) any Underwriter the Underwriters to the Parent Guarantor or the Issuer, Company or (c) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor and the Issuer if at any time (i) trading or quotation in any of the Parent GuarantorEscrow Issuer’s, the Company’s or the Issuer’s securities Guarantors’ Securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock ExchangeMarket, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York authoritiesor Delaware authorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Representative there shall have occurred any Material Adverse Change; or (v) there the Nexstar Parties or a Guarantor shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representative may interfere materially with the conduct of the business and operations of the Nexstar Parties or with respect to the Clearstream any Guarantor regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (aA) the Issuer Nexstar Parties or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Nexstar Parties and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (bB) any Underwriter Initial Purchaser to the Parent Guarantor Escrow Issuer or the IssuerCompany, or (cC) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the First Closing Date, this Agreement may be terminated by the Lead Managers Underwriters by notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Maryland or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the 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 Lead Managers Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Underwriters there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or securities settlement or clearance services other calamity of such character as in the United States sole judgment of the Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 (“Indemnification”) and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after Prior to the Initial Sale Time and prior to purchase of the Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Lead Managers Representatives by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or materially limited by the Commission or by the New York Stock ExchangeNYSE, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or materially limited, or the minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, 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 Lead Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of the securities; (iv) in the judgment of the Lead Managers Representatives there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect not such loss shall have been insured or (vi) the rating assigned by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act) to any debt securities of the Clearstream Company as of the date hereof shall have been lowered since the date hereof or Euroclear systems in Europeif any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Parent Guarantor or the IssuerCompany; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after Prior to the Initial Sale Time and prior to purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Parent Guarantor Company and the Issuer Selling Stockholders if at any time time: (i) (a) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Securities completion of the offering contemplated hereby on the terms and in the manner and on the terms described contemplated in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Underwriter there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States States; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter may interfere materially with respect to the Clearstream conduct of the business and operations of the Company regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Issuer Company or the Selling Stockholders to any the Underwriter, except that the Parent Guarantor Company and the Issuer Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Parent Guarantor Company or the IssuerSelling Stockholders; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Lead Managers Mxxxxx Sxxxxxx by notice given to the Parent Guarantor Company and the Issuer Selling Stockholders if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Mxxxxx Sxxxxxx is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Mxxxxx Sxxxxxx there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Mxxxxx Sxxxxxx may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Issuer Company or the Selling Stockholders to any Underwriter, except that the Parent Guarantor Company and the Issuer Selling Stockholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections Section 4 and 6 hereofthe Company, and if applicable, the Selling Stockholders, shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 7 hereof or (b) any Underwriter to the Parent Guarantor or the IssuerCompany; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s Issuers’ securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange, or Market; (ii) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United United. States or 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 Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Lead Managers Representative there shall have occurred since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package, any Material Adverse Changematerial adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Crosstex Entities, taken as a whole, other than as disclosed in the Pricing Disclosure Package; or (vvi) there the Issuers shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representative may interfere materially with the conduct of the business and operations of the Issuers regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Issuer Issuers or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Issuers and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and Initial Purchasers in accordance with the terms of Section 6 hereof, (bii) any Underwriter Initial Purchaser to the Parent Guarantor or the IssuerIssuers, or (ciii) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or The Initial Purchasers may terminate this Agreement by notice given by the Initial Purchasers to the Company, if after the Initial Sale Time execution and delivery of this Agreement and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time Date (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities generally shall have been suspended or materially limited by on, or by, as the Commission or by case may be, any of the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or limitedin any over-the-counter market, (iii) a material disruption in securities settlement, payment or minimum or maximum prices clearance services in the United States shall have been generally established occurred, (iv) any moratorium on any of such stock exchanges by the Commission or FINRA; (ii) a general commercial banking moratorium activities shall have been declared by any of federal Federal or New York authorities; State authorities or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Stateshostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective substantial change in United States’ or international politicalcrisis that, financial or economic conditions, as in the judgment of the Lead Managers Banc of America Securities LLC, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it it, in the judgment of Banc of America Securities LLC, impracticable or inadvisable to market proceed with the offer, sale or delivery of the Securities on the terms and in the manner and on the terms described contemplated in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securitiesOffering Memorandum; (ivvi) in the judgment of the Lead Managers Banc of America Securities LLC there shall have occurred any Material Adverse Change; or (vvii) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Banc of America Securities LLC may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Company and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 5 and 6 7 hereof, (bii) any Underwriter Initial Purchaser to the Parent Guarantor or the IssuerCompany, or (ciii) of any party hereto to any other party except that the provisions of Section 8 Sections 9 and Section 9 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to Until the Closing Date, this Agreement may be terminated by the Lead Managers an Initial Purchaser by giving notice given as hereinafter provided to the Parent Guarantor any Radian Issuer and the Issuer each Custodial Trust if at any time (i) any Radian Issuer or a Custodial Trust shall have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition to the Initial Purchasers’ obligation hereunder is not fulfilled at or prior to the Closing Date, (iii) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Offering Memorandum (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, results of operations, business or prospects of any Radian Issuer and its Subsidiaries taken as a whole, or the condition, financial or otherwise, results of operations, activities or prospects of any Custodial Trust, each Custodial Trust considered as a separate enterprise, whether or not arising in the ordinary course of business, (iv) trading or quotation in any securities of the Parent Guarantor’s Radian Asset, Radian Group or the Issuer’s securities Custodial Trusts shall have been suspended or limited by the Commission or by the New York Stock Exchange, or (v) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange, NASDAQ National Market System or American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium such exchange or other regulatory body or governmental authority having jurisdiction or there shall have been a material disruption in the settlement of the CPS Securities which, in the judgment of such Initial Purchaser makes it inadvisable or impractical to proceed with the offering or delivery of the CPS Securities, or a banking moratorium is declared by any of either federal or New York state authorities; , (iiivi) the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or an act of terrorism which, in the judgment of such Initial Purchaser makes it inadvisable or impracticable to proceed with the offering or delivery of the CPS Securities or (vii) there shall have occurred any outbreak been such a material adverse change in general economic, political or escalation of national or international hostilities or any crisis or calamity involving the United Statesfinancial conditions, or any change the effect of international conditions on the financial markets in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsshall be such, as to, in the judgment of the Lead Managers is material and adverse and such Initial Purchaser makes it inadvisable or impracticable to proceed with the offering or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment delivery of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeCPS Securities. Any termination of this Agreement pursuant to this Section 11 9 shall be without liability on the part of (a) Radian Securities, Radian Asset, the Issuer to Custodial Trusts or any UnderwriterInitial Purchaser, except that the Parent Guarantor as otherwise provided in Sections 4, 5(b) and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNYSE American, LLC, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Lead Managers Representative is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Changematerial 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, , which would make it in the Representative’s reasonable judgment impractical to proceed with the Offering; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States reasonable judgment of the Representative makes it inadvisable to proceed with the Offering, whether or not such loss shall have been insured, or (vi) the Company fails to proceed with respect to the Clearstream Offering in good faith or Euroclear systems commits gross negligence or willful misconduct in Europeconnection with the Offering. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the actual and accountable out-of-pocket expenses of the Underwriters pursuant related to Sections 4 the transactions contemplated herein then due and 6 hereofpayable, including the fees and disbursements of counsel to the Underwriters, up to an aggregate of $40,000 or (b) any Underwriter to the Parent Guarantor or the IssuerCompany; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated (A) by the Lead Managers Initial Purchasers by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s Company's securities shall have been suspended or limited by the Commission commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Initial Purchasers there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect not such loss shall have been insured or (B) by the Initial Purchasers or the Company in the event of a termination or abandonment of the Merger Agreement pursuant to the Clearstream or Euroclear systems in EuropeSection 8.1 thereof. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Issuer Company or the Guarantors to any UnderwriterInitial Purchaser, except that the Parent Guarantor Company and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Underwriter Initial Purchaser to the Parent Guarantor Company or the Issuerany Guarantor, or (ciii) of any party hereto to any other party except that the provisions of Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (a) The Representatives shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given Date or any Option Closing Date (as to the Parent Guarantor and the Issuer Option Shares to be purchased on such Option Closing Date only), if at any time (i) trading there has occurred any material adverse change in the securities markets or quotation any event, act or occurrence that has materially disrupted the securities markets or there has been a material adverse change in any general financial, political or economic conditions, in each case, the effect of which is to make it, in the reasonable judgment of the Parent GuarantorRepresentatives, impracticable or inadvisable to market the Shares, (ii) trading in the Company’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, Nasdaq or trading in securities generally on either the Nasdaq Stock Market Market, the NYSE or the New York Stock Exchange NYSE MKT shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other Governmental Entity, (iiiv) a general banking moratorium shall have been declared by any of federal or New York State authorities; , (iiiv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamity act of terrorism involving the United States, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditionsconditions or any other calamity or crisis, as in each case, the effect of which is to make it, in the reasonable judgment of the Lead Managers is material and adverse and Representatives, impracticable or inadvisable to market the Shares, or (vi) there has been, since the time of execution of this Agreement, any Material Adverse Effect that, in the reasonable judgment of the Representatives, makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Shares or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeShares. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 5(h), Section 7 and Section 9 Sections 11 through 19, inclusive, hereof shall at all times be effective and shall survive such termination. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 shall remain in effect.

Termination of this Agreement. On (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Parent GuarantorUnderwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, NYSE-MKT or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE-MKT shall have been suspended or limitedsuspended, or (iv) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on any the NYSE-MKT, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of federal its representations, warranties or New York authorities; covenants hereunder, (iiivii) there the Underwriters shall have occurred any outbreak or escalation become aware after the date hereof, of national or international hostilities or any crisis or calamity involving the United Statesevents that are reasonably expected to result in (A) a Material Adverse Change, or any (B) a material adverse change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic general market conditions, in each case, as would make it impracticable, in the judgment Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts made by the Underwriters for the sale of securitiesthe Securities, or (viii) a director of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (ivB) in becomes the judgment subject of a public action or investigation by a governmental body arising from conduct relating to the Lead Managers there shall have occurred Company (or such governmental body announces that it intends to take any Material Adverse Changesuch action or undertake any such investigation); or (vC) there shall have occurred is enjoined, suspended or otherwise limited from serving as a material disruption in commercial banking or director under the federal securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europelaws. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 4(a)(vii) and Section 9 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (a) The Representatives shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement and the option referred to in Section 3(b), if exercised, may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if cancelled at any time prior to any Date of Delivery, if (i) trading or quotation there has been, in any the judgment of the Parent Guarantor’s Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Issuer’s securities Prospectus (except as disclosed as of the date hereof in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus), any material adverse change, including any material adverse change as a result of a strike, fire, flood, earthquake, accident or other calamity, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one entity, whether or not arising in the ordinary course of business; (ii) the Company shall have failed, refused or been unable, at or prior to such Closing Date or Date of Delivery, as applicable, to perform any agreement on its part to be performed hereunder; (iii) any condition set forth in Section 5 to the Underwriters’ obligations to close is not fulfilled; (iv) trading in the Common Stock shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange, Market or trading in securities generally on either the Nasdaq Stock Market or the Market, New York Stock Exchange or the NYSE Amex Equities shall have been suspended or limited, or suspended; (v) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Stock Market, New York Stock Exchange or the NYSE Amex Equities, by such exchange or by order of such stock exchanges by the Commission or FINRAany other Governmental Authority having jurisdiction; (iivi) a general banking moratorium shall have been declared by any of federal or New York state authorities; or (iiivii) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamity act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as or any other calamity or crisis that, in the judgment of the Lead Managers Representatives’ judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 4(h) and Section 9 Sections 6, 7, 13, 14 and 15 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time (i) trading in the Company’s Common Stock shall have been suspended by the Commission or quotation NYSE MKT or trading in any of securities generally on NYSE MKT, the Parent Guarantor’s New York Stock Exchange or the Issuer’s NASDAQ shall have been suspended, (ii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been suspended required, on the NYSE MKT, NASDAQ, or limited by the Commission or by the New York Stock Exchange, by such exchange or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or California state authorities; , or (iiiiv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamity act of terrorism involving the United States, or any change in declaration by the United States of a national emergency or international war, any substantial change in financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditionsconditions or any other calamity or crisis, as or (v) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, in the Representative’s reasonable judgment of the Lead Managers is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeShares. Any termination If this Agreement is terminated pursuant to this Section 11 shall be without liability on 9 or the part purchase of the Shares pursuant to the terms of this Agreement is not consummated for any reason, the Company will reimburse the Underwriters for all reasonable documented out-of-pocket expenses (aincluding reasonable fees and disbursements of counsel up to a maximum of $150,000) incurred by them in connection with the Issuer to any Underwriteroffering of the Securities, except that the Parent Guarantor as set forth in Sections 7, and 9 hereof, and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 will have no further obligation or liability hereunder except as set forth in Section 7 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after a) Xxxxxxx Xxxxx shall have the Initial Sale Time and prior to the Closing Dateright, this Agreement may be terminated by the Lead Managers by giving notice given to the Parent Guarantor and the Issuer if as hereinafter specified at any time time, to terminate its obligations pursuant to a Placement Notice if (i) trading or quotation in any of the Parent GuarantorCompany’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any material 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 Lead Managers Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market the Securities Placement Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (v) there the Company or any of its subsidiaries shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Xxxxxxx Xxxxx xxx 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 with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 13(a) shall be without liability on the part of (a) the Issuer Company to any UnderwriterXxxxxxx Xxxxx, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters Xxxxxxx Xxxxx pursuant to Sections 4 and 6 7(h) hereof, (b) any Underwriter Xxxxxxx Xxxxx to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Lead Managers Jefferies and Barclays by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNASDAQ, as applicable, or trading in securities generally on either the Nasdaq Stock Market NASDAQ, the NYSE or the New York London Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of Xxxxxx Xxxxxxx, Xxx Xxxx, Xxxxxx Xxxxxxx or U.S. federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United Kingdom, the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United Kingdom’s, United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers Jefferies and Barclays is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Jefferies and Barclays there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States reasonable judgment of Jefferies and Barclays may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Issuer Company to any Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Underwriter to the Parent Guarantor or the IssuerCompany; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York authoritiesState 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 involving the United Statescalamity, or any change in the United States or 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 Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse ChangeChange that, in the judgment of the Underwriter, 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 (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer Company to any the Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to pay or reimburse the expenses of the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, Section 7 hereof or (b) any the Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except Company; provided that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York British Virgin Islands authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) . Except as otherwise stated in this section, the judgment Agreement may not be terminated by the company prior to the completion of the Lead Managers there Engagement Period, other than for “Cause.” “Cause,” for the purpose of this Agreement, shall have occurred any Material Adverse Change; mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or (v) there shall have occurred a material disruption breach of the Agreement by the Underwriters. In the event that the Company believes that the Underwriters have engaged conduct constituting Cause, it must first notify the Underwriters in commercial banking or securities settlement or clearance services in writing of the United States or with respect facts and circumstances supporting such an assertion(s) and allow the Underwriter twenty (20) days to the Clearstream or Euroclear systems in Europecure such alleged conduct. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $150,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Representative, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment Company fails or refuses to comply with the material terms or to fulfill any of the Lead Managers there material conditions of this Agreement, or for any reason the Company shall have occurred any Material Adverse Changebe unable to perform its obligations under this Agreement; or (v) there shall have occurred regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a material disruption in commercial banking result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or securities settlement or clearance services in to enforce contracts for the United States or with respect to sale of the Clearstream or Euroclear systems in EuropeOffered Securities. Any termination pursuant to this Section 11 8 and Section 14 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Representative for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, which shall not exceed $50,000 in the Underwriters pursuant to Sections 4 event that there is not a Closing, and 6 hereofother out-of-pocket expenses including, but not limited to, travel, due diligence expenses, roadshow, cost of book building, prospectus tracking and compliance software for the offering, and costs associated with bound volumes of the offering materials and commemorative mementos and lucite tombstones), actually incurred by the Representative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $104,500 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or This Agreement may be terminated jointly by J.X. Xxxxxx Securities plc and Deutsche Bank AG, Singapore Branch by notice given to the Company, if after the Initial Sale Time execution and delivery of this Agreement and on or prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time : (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by any exchange or in any over-the-counter market; (ii) trading generally shall have been suspended or materially limited on or by any of the Hong Kong Stock Exchange, the SGX-ST, the New York Stock Exchange, or trading in securities generally on either the NYSE MKT LLC, The Nasdaq Stock Market Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any Chicago Board of such stock exchanges by the Commission or FINRATrade; (iiiii) a general banking moratorium shall have been declared by any of federal United States or New York York, Singapore, Hong Kong or the PRC authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis change in financial markets or any calamity involving or crisis, either within or outside 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 conditionsthat, as in the judgment of the Lead Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Company and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Underwriter Initial Purchaser to the Parent Guarantor Company or the Issuerany Guarantor, or (ciii) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, Date this Agreement may be terminated by the Lead Managers Representatives by notice given to the Parent Guarantor and the Issuer Transaction Entities if at any time (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Registration Statement or Disclosure Package, any Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Transaction Entities and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) trading or quotation in any of the Parent Guarantor’s or the Issuer’s Transaction Entities’ securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeExchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer any Transaction Entity to any Underwriter, except except, upon termination pursuant to clause (i) only, that the Parent Guarantor and the Issuer Transaction Entities shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, hereof or (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such terminationTransaction Entity.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent GuarantorCompany’s or the Issuer’s securities Ordinary Shares shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Representative, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securitiesthe Offered Securities; or (iv) in regulatory approval (including but not limited to NASDAQ approval) for the judgment Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Lead Managers there shall have occurred any Material Adverse Change; Offered Securities or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in to enforce contracts for the United States or with respect to sale of the Clearstream or Euroclear systems in EuropeOffered Securities. Any termination pursuant to this Section 11 9 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriter by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York British Virgin Islands authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriter, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) . Except as otherwise stated in this section, the judgment Agreement may not be terminated by the company prior to the completion of the Lead Managers there Engagement Period, other than for “Cause.” “Cause,” for the purpose of this Agreement, shall have occurred any Material Adverse Change; mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or (v) there shall have occurred a material disruption breach of the Agreement by the Underwriter. In the event that the Company believes that the Underwriter has engaged conduct constituting Cause, it must first notify the Underwriter in commercial banking or securities settlement or clearance services in writing of the United States or with respect facts and circumstances supporting such an assertion(s) and allow the Underwriter twenty (20) days to the Clearstream or Euroclear systems in Europecure such alleged conduct. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any of the Underwriter, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriter, obligated to reimburse the Underwriter for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofUnderwriter in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $150,000 in the aggregate, (b) any the Underwriter to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriter) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholder as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given Date or any Option Closing Date (as to the Parent Guarantor and Option Shares to be purchased on such Option Closing Date only), if in the Issuer if at any time discretion of the Representative, (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities generally shall have been suspended or materially limited by the Commission on or by any of the New York Stock Exchange, or trading in securities generally on either NYSE American, the Nasdaq Stock Market Market, the Nasdaq Global Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission exchange or FINRAin any over-the-counter market; (iiiii) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York State authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis change in financial markets or any outbreak or escalation of calamity involving or crisis, either within or outside the United States, or any change in the United States or international financial marketsthat, 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 Managers Representative, is material and adverse and makes it impracticable or inadvisable to market proceed with the Securities offering, sale or delivery of the Shares on the Closing Date or any Option Closing Date, as the case may be, on the terms and in the manner and on contemplated by this Agreement, the terms described in Registration Statement, the Time of Sale Disclosure Package and or the Prospectus Final Prospectus; or to enforce contracts for the sale of securities; (ivv) in the judgment of the Lead Managers Representative, there shall have occurred any Material Adverse Change; has been, since the time of execution of this Agreement or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services since the respective dates as of which information is given in the United States Registration Statement, the Time of Sale Disclosure Package or with respect to the Clearstream Final Prospectus, any material adverse change in the assets, properties, condition, financial or Euroclear systems otherwise, or in Europethe results of operations, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 6(h) and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Representative, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment Company fails or refuses to comply with the material terms or to fulfill any of the Lead Managers there material conditions of this Agreement, or for any reason the Company shall have occurred any Material Adverse Changebe unable to perform its obligations under this Agreement; or (v) there shall have occurred regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a material disruption in commercial banking result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or securities settlement or clearance services in to enforce contracts for the United States or with respect to sale of the Clearstream or Euroclear systems in EuropeOffered Securities. Any termination pursuant to this Section 11 8 and Section 14 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Representative for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, which shall not exceed $75,000, in the Underwriters pursuant to Sections 4 event that there is not a Closing, and 6 hereofother out-of-pocket expenses including, but not limited to, travel, due diligence expenses, roadshow, cost of book building, prospectus tracking and compliance software for the offering, and costs associated with bound volumes of the offering materials and commemorative mementos and lucite tombstones), actually incurred by the Representative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 9 7 shall at all times be effective and shall survive such termination. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor Company and the Issuer Selling Shareholders if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred Offered Securities; (v) if the Company or the Selling Shareholders are each or collectively in material breach of any Material Adverse Changeof their representations, warranties or covenants hereunder; or (vvi) there if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Clearstream Underwriters for the sale of the Offered Securities, or Euroclear systems in Europe. (vii) regulatory approval (including but not limited to Nasdaq approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities.. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer Company and the Selling Shareholders to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $180,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or Company and the IssuerSelling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 8 6 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Initial Purchasers by notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Initial Purchasers there shall have occurred any Material Adverse Change; or (v) there the Company or any of the Subsidiary Guarantors shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company or with respect to the Clearstream Subsidiary Guarantors regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer Company or the Subsidiary Guarantors to any UnderwriterInitial Purchaser, except that the Parent Guarantor Company and the Issuer Subsidiary Guarantors shall be obligated obligated, jointly and severally, to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Underwriter Initial Purchaser to the Parent Guarantor Company or any of the IssuerSubsidiary Guarantors, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior to Until the Closing Date, this Agreement may be terminated by the Lead Managers an Initial Purchaser by giving notice given as hereinafter provided to the Parent Guarantor and the Issuer Company if at any time (i) either the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition to the Initial Purchasers’ obligation hereunder is not fulfilled, (iii) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Offering Memorandum (exclusive of any supplement thereto), any material adverse change, in the condition, financial or otherwise, results of operations, business or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (iv) trading or quotation in any securities of the Parent Guarantor’s or the Issuer’s securities Company shall have been suspended or limited by the Commission or by the New York Stock Exchange, or (v) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange, NASDAQ National Market System or American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium such exchange or other regulatory body or governmental authority having jurisdiction or there shall have been a material disruption in the settlement of Securities which, in the judgment of Xxxxxxx, Xxxxx & Co. or Xxxxxx Brothers Inc., make it inadvisable or impractical to proceed with the offering or delivery of the Securities, or a banking moratorium is declared by any of either federal or New York state authorities; , (iiivi) on or after the date hereof, the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or an act of terrorism which, in the judgment of Xxxxxxx, Xxxxx & Co. or Xxxxxx Brothers Inc., make it inadvisable or impracticable to proceed with the offering or delivery of the Securities or (vii) there shall have occurred any outbreak been such a material adverse change in general economic, political or escalation of national or international hostilities or any crisis or calamity involving the United Statesfinancial conditions, or any change the effect of international conditions on the financial markets in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsshall be such, as to, in the judgment of Xxxxxxx, Xxxxx & Co. or Xxxxxx Brothers Inc., make it inadvisable or impracticable to proceed with the Lead Managers is material and adverse and makes it impracticable offering or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment delivery of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such terminationSecurities.

Termination of this Agreement. On (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 after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by without liability on the Lead Managers by notice given part of the Placement Agent to the Parent Guarantor and the Issuer Company, if at any time (i) prior to delivery and payment for the Securities (A) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities generally shall have been suspended or limited by the Commission on or by the New York Stock Exchangeany Trading Market, or (B) trading in securities generally on either the Nasdaq Common Stock Market or of the New York Stock Exchange 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 or FINRA; Commission, (iiC) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York authorities; (iii) there state authorities or a material disruption shall have occurred any outbreak or escalation of national or international hostilities or any crisis or 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 Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) there shall have occurred any outbreak or material escalation of 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 any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Placement Agent, is material and adverse and makes it impractical or inadvisable to proceed with respect the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Base Prospectus and the Prospectus Supplement, (ii) since the time of execution of this Agreement, there has been any Material Adverse Change or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other 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 that in the judgment of the 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 Clearstream offering or Euroclear systems the delivery of the Securities on the terms and in Europethe 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 Placement Agent’s obligations hereunder is not fulfilled. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer any party to any Underwriterother party, except that the Parent Guarantor and the Issuer shall be obligated to Company will reimburse the Placement Agent for all of their out-of-pocket expenses of actually incurred by them in connection with the Underwriters pursuant to Sections 4 Placement and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 6, and Section 9 15 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s Issuers’ securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange, or Market; (ii) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Lead Managers Representative there shall have occurred since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package, any Material Adverse Changematerial adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Crosstex Parties, taken as a whole, other than as disclosed in the Pricing Disclosure Package; or (vvi) there the Issuers shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representative may interfere materially with the conduct of the business and operations of the Issuers regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Issuer Issuers or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Issuers and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and Initial Purchasers in accordance with the terms of Section 6 hereof, (bii) any Underwriter Initial Purchaser to the Parent Guarantor or the IssuerIssuers, or (ciii) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (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 after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by without liability on the Lead Managers by notice given part of the Placement Agents to the Parent Guarantor and the Issuer Company, if at any time (i) prior to delivery and payment for the Shares (a) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities generally shall have been suspended or limited by the Commission on or by the New York Stock Exchangeany Trading Market, or (b) trading in securities generally on either the Nasdaq Common Stock Market or of the New York Stock Exchange 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 or FINRA; Commission, (iic) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York authorities; (iii) there state authorities or a material disruption shall have occurred any outbreak or escalation of national or international hostilities or any crisis or 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 Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, (d) there shall have occurred any outbreak or material escalation of 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 any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (d) or (e), in the judgment of the Placement Agents, is material and adverse and makes it impractical or inadvisable to proceed with respect the 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 the Prospectus Supplement, (ii) since the time of execution of this Agreement, there has been any Material Adverse Change or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other 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 that in the judgment of the 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 Clearstream offering or Euroclear systems the delivery of the Shares on the terms and in Europethe 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 Placement Agents’ obligations hereunder is not fulfilled. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the Company will reimburse the Placement Agents for all of their out-of-pocket expenses actually incurred by them in connection with the Offering, subject to the limitation set forth in the last paragraph of Section 1, and that the provisions of Section 8 4, and Section 9 11 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the First Closing Date, this Agreement may be terminated by the Lead Managers any Underwriter by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Global Select Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers such Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers such Underwriter there shall have occurred any Material Adverse Change; or (v) in the judgment of such Underwriter there shall have occurred a material disruption in commercial banking or securities settlement or clearance services event which affects (A) the disclosure in the United States Prospectus or (B) the ability of such Underwriter to market and sell the Offered Shares on the terms set forth in the Preliminary Prospectus or the Prospectus; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of such Underwriter may interfere materially with respect to the Clearstream conduct of the business and operations of the Company regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of of: (a) the Issuer Company to any Underwriterthe Underwriters, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, ; (b) any Underwriter the Underwriters to the Parent Guarantor or the Issuer, Company; or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. On or This Agreement may be terminated jointly by X.X. Xxxxxx Securities plc and Deutsche Bank AG, Singapore Branch by notice given to the Company, if after the Initial Sale Time execution and delivery of this Agreement and on or prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time : (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by any exchange or in any over-the-counter market; (ii) trading generally shall have been suspended or materially limited on or by any of the HKSE, the New York Stock Exchange, or trading in securities generally on either the American Stock Exchange, The Nasdaq Stock Market Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any Chicago Board of such stock exchanges by the Commission or FINRATrade; (iiiii) a general banking moratorium shall have been declared by any of federal United States or New York York, Hong Kong or the PRC authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis change in financial markets or any calamity involving or crisis, either within or outside 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 conditionsthat, as in the judgment of the Lead Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Issuer Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Company and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Underwriter Initial Purchaser to the Parent Guarantor Company or the Issuerany Guarantor, or (ciii) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (a) The Representatives shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement and the option referred to in Section 3(b), if exercised, may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if cancelled at any time prior to any Date of Delivery, if (i) trading or quotation there has been, in any the judgment of the Parent Guarantor’s Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Issuer’s securities Prospectus (except as disclosed as of the date hereof in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus), any material adverse change, including any material adverse change as a result of a strike, fire, flood, earthquake, accident or other calamity, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one entity, whether or not arising in the ordinary course of business; (ii) the Company shall have failed, refused or been unable, at or prior to such Closing Date or Date of Delivery, as applicable, to perform any agreement on its part to be performed hereunder; (iii) any condition set forth in Section 5 to the Underwriters’ obligations to close is not fulfilled; (iv) trading in the Common Stock shall have been suspended or limited by the Commission or by the New York The NASDAQ Stock Exchange, Market or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the Market, New York Stock Exchange or the NYSE Amex Equities shall have been suspended or limited, or suspended; (v) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any The NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex Equities, by such exchange or by order of such stock exchanges by the Commission or FINRAany other Governmental Authority having jurisdiction; (iivi) a general banking moratorium shall have been declared by any of federal or New York state authorities; or (iiivii) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamity act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as or any other calamity or crisis that, in the judgment of the Lead Managers Representatives’ judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 4(h) and Section 9 Sections 6, 7, 13, 14 and 15 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Initial Purchasers by notice given to the Parent Guarantor and the Issuer Company if at any time after the Time of Sale (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware, Texas or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Initial Purchasers there shall have occurred any Material Adverse Change; or (v) there the Company or any of its subsidiaries shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Company and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Underwriter Initial Purchaser to the Parent Guarantor Company or the Issuerany Guarantor, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Initial Purchasers by notice given to the Parent Guarantor and the Issuer Companies if at any time (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD, or a material disruption in securities settlement or clearance services in the United States shall have occurred; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware, Washington or New York any other state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Initial Purchasers there shall have occurred any Material Adverse Change; or (v) there either of the Companies shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Companies regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer either Company to any UnderwriterInitial Purchaser, except that the Parent Guarantor and the Issuer each Company shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Underwriter Initial Purchaser to the Parent Guarantor or the Issuereither Company, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after Prior to the Initial Sale Time and prior to purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Parent Guarantor Company and the Issuer Selling Stockholder if at any time time: (i) (a) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Securities completion of the offering contemplated hereby on the terms and in the manner and on the terms described contemplated in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Underwriter there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States States; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter may interfere materially with respect to the Clearstream conduct of the business and operations of the Company regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Issuer Company or the Selling Stockholder to any the Underwriter, except that the Parent Guarantor Company and the Issuer Selling Stockholder shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any the Underwriter to the Parent Guarantor Company or the IssuerSelling Stockholder; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Parent GuarantorUnderwriters’ obligations hereunder is not fulfilled, (iii) trading in the Company’s or the Issuer’s securities shares of Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, NYSE MKT or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE MKT shall have been suspended or limitedsuspended, or (iv) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the NYSE MKT, by such Exchange, by FINRA or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction (iiwhich includes the Company’s shares of Common Stock), (v) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 2, (vi) the Company is in material breach of any of federal its representations, warranties or New York authorities; covenants hereunder, (iiivii) there the Underwriters shall have occurred any outbreak or escalation become aware, after the date hereof, of national or international hostilities or any crisis or calamity involving the United States, or any change events that are reasonably expected to result in the United States or international financial markets, or any substantial change or development involving (A) a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; , or (vB) there shall have occurred a material disruption adverse change in commercial banking or securities settlement or clearance services general market conditions, in each case, as would make it impracticable, in the United States Underwriters’ reasonable judgment, to proceed with the offering and sale of the Securities, or (viii) a director of the Company (A) is charged with respect a felony offense relating to any financial matter arising from conduct relating to the Clearstream Company, (B) becomes the subject of a public action or Euroclear systems in Europeinvestigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation), or (C) is enjoined, suspended or otherwise limited from serving as a director under the federal securities laws. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 4(g) and Section 9 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Representative, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse Change; or Offered Securities, (v) there if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Clearstream Underwriters for the sale of the Offered Securities, or Euroclear systems in Europe(vii) if regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $150,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 6 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given Date or any Option Closing Date (as to the Parent Guarantor and the Issuer Option Securities to be purchased on such Option Closing Date only), if at any time (i) trading there has occurred any material adverse change in the securities markets or quotation any event, act or occurrence that has materially disrupted, the securities markets or there has been a material adverse change in any general financial, political or economic conditions the effect of which is to make it, in the reasonable judgment of the Parent GuarantorUnderwriter, inadvisable or impracticable to market the Public Securities (ii) trading in the Company’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, Nasdaq or trading in securities generally on either the Nasdaq Stock Market Market, the NYSE or the New York Stock Exchange NYSE American shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiiv) a general banking moratorium shall have been declared by any of federal or New York state authorities; , (iiiv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamity act of terrorism involving the United States, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change or development involving a prospective substantial change in United States’ States or other international political, financial or economic conditionsconditions or any other calamity or crisis, as the effect of which is to make it, in the reasonable judgment of the Lead Managers is material and adverse and makes it Underwriter, inadvisable or impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Public Securities, or to enforce contracts for the sale of securities; (ivvi) in the reasonable judgment of the Lead Managers Underwriter, there shall have occurred any Material Adverse Change; has been, since the time of execution of this Agreement or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services since the respective dates as of which information is given in the United States Registration Statement, the Time of Sale Disclosure Package or with respect to the Clearstream Final Prospectus, any material adverse change in the assets, properties, condition, financial or Euroclear systems otherwise, or in Europethe results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 5(a)(viii) and Section 9 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Initial Purchaser by notice given to the Parent Guarantor and Authority or the Issuer Manager if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; the NASD, (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Michigan authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Initial Purchaser there shall have occurred any Pokagon Parties Material Adverse Change or Manager Material Adverse Change; or (v) there the Authority shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Initial Purchaser may interfere materially with the conduct of the business and operations of the Authority regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 shall be Xxxxxxx 00 xxxxx xx without liability on the part of (ai) the Issuer Authority, the Manager or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Authority, the Manager and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchaser pursuant to Sections 4 and 6 hereof, (bii) any Underwriter the Initial Purchaser to the Parent Guarantor or Authority and the IssuerManager, or (ciii) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (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 after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by without liability on the Lead Managers by notice given part of the Placement Agent to the Parent Guarantor and the Issuer Company, if at any time (i) prior to delivery and payment for the Securities (A) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities generally shall have been suspended or limited by the Commission on or by the New York Stock Exchangeany Trading Market, or (B) trading in securities generally on either the Nasdaq Common Stock Market or of the New York Stock Exchange 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 or FINRA; Commission, (iiC) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York authorities; (iii) there state authorities or a material disruption shall have occurred any outbreak or escalation of national or international hostilities or any crisis or 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 Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) there shall have occurred any outbreak or material escalation of 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 any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Placement Agent, is material and adverse and makes it impractical or inadvisable to proceed with respect the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Registration Statement, (ii) since the time of execution of this Agreement, there has been any Material Adverse Change or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, in each case which is not described in the Registration Statement, and is of such character that in the judgment of the 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 Clearstream offering or Euroclear systems the delivery of the Securities on the terms and in Europethe manner contemplated in this Agreement, the Registration Statement, (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 Placement Agent’s obligations hereunder is not fulfilled. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer any party to any Underwriterother party, except that the Parent Guarantor and the Issuer shall be obligated to Company will reimburse the Placement Agent for all of their out-of-pocket expenses of actually incurred by them in connection with the Underwriters pursuant to Sections 4 Placement and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 6, and Section 9 15 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred Offered Securities; (v) if the Company is in material breach of any Material Adverse Changeof its representations, warranties or covenants hereunder; or (vvi) there if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Clearstream Underwriters for the sale of the Offered Securities, or Euroclear systems in Europe(vii) regulatory approval (including but not limited to Nasdaq approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $180,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Representative by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Representative, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) . Except as otherwise stated in this section, the judgment Agreement may not be terminated by the company prior to the completion of the Lead Managers there Engagement Period, other than for “Cause.” “Cause,” for the purpose of this Agreement, shall have occurred any Material Adverse Change; mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or (v) there shall have occurred a material disruption breach of the Agreement by XX Xxxxxx. In the event that the Company believes that XX Xxxxxx has engaged conduct constituting Cause, it must first notify XX Xxxxxx in commercial banking or securities settlement or clearance services in writing of the United States or with respect facts and circumstances supporting such an assertion(s) and allow XX Xxxxxx twenty (20) days to the Clearstream or Euroclear systems in Europecure such alleged conduct. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Representative for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofRepresentative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $50,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 9 7 shall at all times be effective and shall survive such termination. Upon termination or expiration of this Agreement, unless the Company terminates this Agreement for "Cause" as defined above or XX Xxxxxx'x material failure to provide the underwriting services contemplated by this agreement if the Company subsequently completes and public or private financing with any investors introduced to the Company by XX Xxxxxx at any time during the twelve (12) months after such termination, then XX Xxxxxx shall be entitled to receive the compensation as set forth in this Agreement.

Termination of this Agreement. On (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given Date or any Option Closing Date (as to the Parent Guarantor and the Issuer Option Shares to be purchased on such Option Closing Date only), if at any time (i) trading there has occurred any material adverse change in the securities markets or quotation any event, act or occurrence that has materially disrupted the securities markets or there has been a material adverse change in any general financial, political or economic conditions, in each case, the effect of which is to make it, in the reasonable judgment of the Parent GuarantorUnderwriter, impracticable or inadvisable to market the Shares, (ii) trading in the Company’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, NYSE American or trading in securities generally on either the Nasdaq Stock Market Market, the NYSE or the New York Stock Exchange NYSE MKT shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other Governmental Entity, (iiiv) a general banking moratorium shall have been declared by any of federal or New York State authorities; , (iiiv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamity act of terrorism involving the United States, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditionsconditions or any other calamity or crisis, as in each case, the effect of which is to make it, in the reasonable judgment of the Lead Managers Underwriter, impracticable or inadvisable to market the Shares, (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the effect of which is material and adverse and to make it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares or (vii) there has been, since the time of execution of this Agreement, any Material Adverse Effect that, in the reasonable judgment of the Underwriter, makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Shares or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in EuropeShares. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 5(h), Section 7 and Section 9 Sections 11 through 19, inclusive, hereof shall at all times be effective and shall survive such termination.. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 shall remain in effect. Oragenics, Inc. 20 Underwriting Agreement

Termination of this Agreement. On (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 after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by without liability on the Lead Managers by notice given part of the Placement Agent to the Parent Guarantor and the Issuer Company, if at any time (i) prior to delivery and payment for the Securities (A) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities generally shall have been suspended or limited by the Commission on or by the New York Stock Exchangeany Trading Market, or (B) trading in securities generally on either the Nasdaq Common Stock Market or of the New York Stock Exchange 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 or FINRA; Commission, (iiC) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York authorities; (iii) there state authorities or a material disruption shall have occurred any outbreak or escalation of national or international hostilities or any crisis or 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 Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) there shall have occurred any outbreak or material escalation of 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 any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Placement Agent, is material and adverse and makes it impractical or inadvisable to proceed with respect the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Statutory Prospectus and the Prospectus, (ii) since the time of execution of this Agreement, there has been any Material Adverse Change or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, in each case which is not described in the Statutory Prospectus and the Prospectus, and is of such character that in the judgment of the 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 Clearstream offering or Euroclear systems the delivery of the Securities on the terms and in Europethe manner contemplated in this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus, (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 Placement Agent’s obligations hereunder is not fulfilled. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer any party to any Underwriterother party, except that the Parent Guarantor and the Issuer shall be obligated to Company will reimburse the Placement Agent for all of their out-of-pocket expenses of actually incurred by them in connection with the Underwriters pursuant to Sections 4 Placement and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 6, and Section 9 15 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor Company and the Escrow Issuer if at any time time: (i) trading or quotation in any of the Parent GuarantorGCA’s or the Issuer’s Multimedia Games’ securities shall have been suspended or materially limited by the Commission or by the New York NYSE or by the Nasdaq Stock ExchangeMarket, as applicable, other than any cessation of the trading of Multimedia Games’ securities related solely to the consummation of the Acquisition, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securitiesFinal Offering Memorandum; (iv) in the judgment of the Lead Managers Representative there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement other calamity, regardless of whether or clearance services not such loss shall have been insured, of such character as in the United States judgment of the Representative is so material and adverse as to make it impracticable or inadvisable to proceed with respect to the Clearstream offering, sale or Euroclear systems delivery of the Securities in Europethe manner and on the terms described in the Final Offering Memorandum. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Issuer or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor and Issuer and, following the Issuer Escrow Release Date, the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Underwriter Initial Purchaser to the Parent Guarantor or the Issuer, or (ciii) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNYSE, or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the New York Stock Exchange NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York or state of Company’s incorporation authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Representative there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representative 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 with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (aA) the Issuer Company or any Guarantor to any Underwriterthe Initial Purchasers, except that the Parent Guarantor Company and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters any Initial Purchaser pursuant to Sections 4 and 6 hereof, (bB) any Underwriter the Initial Purchasers to the Parent Guarantor or Company and the Issuer, Guarantors or (cC) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Lead Managers Underwriters by written notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal or New York British Virgin Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Lead Managers Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; , (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the judgment Representative’s opinion, make it inadvisable to proceed with the delivery of the Lead Managers there shall have occurred any Material Adverse Change; or Offered Securities, (v) there if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have occurred become aware after the date hereof of such a material disruption in commercial banking or securities settlement or clearance services adverse change in the United States conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with respect the offering, sale and/or delivery of the Securities or to enforce contracts made by the Clearstream or Euroclear systems in EuropeUnderwriters for the sale of the Offered Securities. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Issuer Company to any Underwriterof the Underwriters, except that the Parent Guarantor and Company shall be, subject to demand by the Issuer shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 4 and 6 hereofin connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) any Underwriter the Underwriters to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Initial Purchasers by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNasdaq National Market, or trading in securities generally on either the Nasdaq Stock National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Tennessee or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Initial Purchasers there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Issuer Company or the Guarantors to any UnderwriterInitial Purchaser, except that the Parent Guarantor Company and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Underwriter Initial Purchaser to the Parent Guarantor Company or the Issuerany Guarantor, or (ciii) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after (a) Xxxxxxx Xxxxx shall have the Initial Sale Time and prior to the Closing Dateright, this Agreement may be terminated by the Lead Managers by giving notice given to the Parent Guarantor and the Issuer if as hereinafter specified at any time time, to terminate its obligations pursuant to a Placement Notice if (i) trading or quotation in any of the Parent GuarantorCompany’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, 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 Lead Managers Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market the Securities Placement Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (v) there the Company or any of its subsidiaries shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of Xxxxxxx Xxxxx xxx 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 with respect to the Clearstream or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 13(a) shall be without liability on the part of (a) the Issuer Company to any UnderwriterXxxxxxx Xxxxx, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters Xxxxxxx Xxxxx pursuant to Sections 4 and 6 Section 7(h) hereof, (b) any Underwriter Xxxxxxx Xxxxx to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, ----------------------------- this Agreement may be terminated by the Lead Managers Initial Purchasers by notice given to the Parent Guarantor and the Issuer Companies if at any time (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware, Washington or New York any other state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Initial Purchasers there shall have occurred any Material Adverse Change; or (v) there either of the Companies or any Guarantor shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Companies or with respect to the Clearstream such Guarantors regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer either Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent each Company and each Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Underwriter Initial Purchaser to the Parent Guarantor either Company or the Issuerany Guarantor, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this ----------------------------- Agreement may be terminated by the Lead Managers Initial Purchasers by notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the Issuer’s Company's securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeCommission, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Lead Managers Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Lead Managers Initial Purchasers there shall have occurred any Material Adverse Change; or (v) there the Company or its subsidiaries shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States reasonable judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company or with respect to the Clearstream its subsidiaries regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer Company and the Guarantors to any UnderwriterInitial Purchaser, except that the Parent Guarantor Company and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections Section 4 and in the case of clause (iv) above, Section 6 hereof, (b) any Underwriter Initial Purchaser to the Parent Guarantor or the IssuerCompany, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. On (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholders as hereinafter specified at any time at or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time if: (i) trading there has occurred any material adverse change in the securities markets or quotation any event, act or occurrence that has materially disrupted the securities markets or there shall be such a material adverse change in any general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the reasonable judgment of the Parent GuarantorUnderwriter, inadvisable or impracticable to market the Shares or enforce Contracts for the sale of the Shares; (ii) trading in the Company’s or the Issuer’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange, Exchange or trading in securities generally on either the Nasdaq Stock Market or NYSE American, the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or limited, or suspended; (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the NYSE American, the New York Stock Exchange or the Nasdaq Stock Market LLC, by such exchange or by order of such stock exchanges by the Commission or FINRAany other governmental authority having jurisdiction; (iiiv) a general banking moratorium shall have been declared by any of federal or New York state authorities; (iiiv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamity act of terrorism involving the United States, or any change in declaration by the United States of a national emergency or international war, any substantial change in financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditionsconditions or any other calamity or crisis, as in each case, the effect of which is to make it, in the reasonable judgment of the Lead Managers Underwriter, impracticable or inadvisable to market the Shares; (vi) in the reasonable judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statements, the Time of Sale Disclosure Package or the Prospectus, any Material Adverse Effect; or (vii) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, which, in the Underwriter’s reasonable judgment is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such terminationShares.

Termination of this Agreement. On (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 after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by without liability on the Lead Managers by notice given part of the Placement Agent to the Parent Guarantor and the Issuer Company, if at any time (i) prior to delivery and payment for the Shares (a) trading or quotation in any of the Parent Guarantor’s or the Issuer’s securities generally shall have been suspended or limited by the Commission on or by the New York Stock Exchangeany Trading Market, or (b) trading in securities generally on either the Nasdaq Common Stock Market or of the New York Stock Exchange 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 or FINRA; Commission, (iic) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York authorities; (iii) there state authorities or a material disruption shall have occurred any outbreak or escalation of national or international hostilities or any crisis or 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 Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, (d) there shall have occurred any outbreak or material escalation of 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 any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (d) or (e), in the judgment of the Placement Agent, is material and adverse and makes it impractical or inadvisable to proceed with respect the 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 the Prospectus Supplement, (ii) since the time of execution of this Agreement, there has been any Material Adverse Change or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other 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 that in the judgment of the 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 Clearstream offering or Euroclear systems the delivery of the Shares on the terms and in Europethe 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 Placement Agent’s obligations hereunder is not fulfilled. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the Company will reimburse the Placement Agent for all of their out-of-pocket expenses actually incurred by them in connection with the Offering, subject to the limitation set forth in the last paragraph of Section 1, and that the provisions of Section 8 4, and Section 9 11 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the Closing Date, this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor and the Issuer if at any time (i) trading or quotation in any of the Parent GuarantorIssuer’s or the Issuer’s securities Guarantors’ Securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock ExchangeMarket, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York authoritiesor Delaware authorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Representative there shall have occurred any Material Adverse Change; or (v) there the Issuer or a Guarantor shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representative may interfere materially with the conduct of the business and operations of the Issuer or with respect to the Clearstream any Guarantor regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (aA) the Issuer or any Guarantor to any UnderwriterInitial Purchaser, except that the Parent Guarantor Issuer and the Issuer Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 4 and 6 hereof, (bB) any Underwriter Initial Purchaser to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the First Closing Date, this Agreement may be terminated by the Lead Managers Underwriter by notice given to the Parent Guarantor and the Issuer Company if at any time time: (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock ExchangeNasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Global Select Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, or any change in the United States or 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 Managers Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Underwriter there shall have occurred any Material Adverse Change; or (v) in the judgment of the Underwriter there shall have occurred a material disruption in commercial banking or securities settlement or clearance services event which affects (A) the disclosure in the United States Prospectus or (B) the ability of the Underwriter to market and sell the Offered Shares on the terms set forth in the Preliminary Prospectus or the Prospectus; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter may interfere materially with respect to the Clearstream conduct of the business and operations of the Company regardless of whether or Euroclear systems in Europenot such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of of: (a) the Issuer Company to any the Underwriter, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Sections 4 and 6 hereof, ; (b) any the Underwriter to the Parent Guarantor or the Issuer, Company; or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. On or after the Initial Sale Time and prior Prior to the purchase of the Units by the Purchasers on the Closing Date, Date this Agreement may be terminated by the Lead Managers Representative by notice given to the Parent Guarantor and the Issuer Company if at any time (i) trading or quotation in any of the Parent Guarantor’s or the IssuerCompany’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange, Exchange or trading in securities generally on either the Nasdaq Stock NASDAQ Global Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the United Statescalamity, 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 Lead Managers Placement Agents is material and adverse and makes it impracticable or inadvisable to market the Securities Units in the manner and on the terms described in the Disclosure Package and Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Lead Managers Representative there shall have occurred any Material Adverse Change; or (v) there the Company shall have occurred sustained a material disruption in commercial banking loss by strike, fire, flood, earthquake, accident or securities settlement or clearance services other calamity of such character as in the United States judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or with respect to not such loss shall have been insured or (vi) or for any other reason permitted under this Agreement or the Clearstream or Euroclear systems in EuropeSubscription Agreements. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Issuer Company to any Underwriterthe Placement Agents, except that the Parent Guarantor and the Issuer Company shall be obligated to reimburse the expenses of the Underwriters Placement Agents pursuant to Sections 4 5 and 6 7 hereof, (b) any Underwriter the Placement Agents to the Parent Guarantor or the Issuer, Company or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination. The Company hereby acknowledges that in the event that this Agreement is terminated by the Placement Agents pursuant to the terms hereof, the Subscription Agreements shall automatically terminate without any further action on the part of the parties thereto.