Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This 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 Representatives Underwriters by written notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.Nasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or California Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Common Shares Offered Securities in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured or (b) insured, will, in the case Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) regulatory approval (including but not limited to NASDAQ approval) for the events specified in 9(a)(i)-(v)Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the Offering or to enforce contracts for the sale of the Securities, or (vii) if the Representative shall have become aware after the date hereof of such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares a material adverse change in the manner and on conditions or prospects of the terms contemplated Company, or such adverse material change in general market conditions as in the ProspectusRepresentative’s judgment would make it impracticable to proceed with the Offering or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 9 8 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriterof the Underwriters, except that the Company and shall be, subject to demand by the Selling Shareholders shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Representatives their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 5 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 $125,000 in the aggregate, (yb) any Underwriter the Underwriters to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market any exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xa) the Company or the Selling Shareholders Issuers to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Issuers shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Issuers, or (zc) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (ii)(a) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market Exchange, or (b) 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 either of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Sections 5 4 and 6 7 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (ii)(x) trading or quotation in any of the Company's ’s or Parent Guarantor’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market Exchange (the “NYSE”), or (y) 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 National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10, shall be without liability on the part of (x) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (y) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (z) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to Acquisition and the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York Delaware or California any other state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) Change the Company shall have sustained a loss by strikeeffect of which, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of the Representatives may interfere materially Initial Purchasers, makes it impracticable to proceed with the conduct offering of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the ProspectusNotes. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xa) Acquisition or the Company or the Selling Shareholders to any UnderwriterInitial Purchaser, except that Acquisition and the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter Initial Purchaser to the Company or any person controlling the Company Acquisition or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 7 8, Section 9 and Section 18 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured insured; or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Representatives Underwriter by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Global Market, or trading in securities generally on either the Nasdaq Stock Global Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware, Texas or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Underwriter is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters Underwriter pursuant to Sections 5 4 and 6 7 hereof, (yb) any the Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 7 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This The Initial Purchasers may terminate this Agreement may be terminated by notice given by the Representatives by notice given to the Company and the Selling Shareholders Company, if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities generally shall have been suspended or materially limited by on, or by, as the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or case may be, any of the New York Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or limitedin any over-the-counter market, (iii) a material disruption in securities settlement, payment or minimum or maximum prices clearance services in the United States shall have been generally established occurred, (iv) any moratorium on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general commercial banking moratorium activities shall have been declared by any of federal, federal or New York State authorities or California authorities; (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective change in United States' or international politicalcrisis that, financial or economic conditions, as in the judgment of the Representatives Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it it, in the judgment of the Representatives, impracticable or inadvisable to market proceed with the Common Shares offer, sale or delivery of the Securities on the terms and in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securitiesOffering Memorandum; (ivvi) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvii) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 and 6 7 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, Inc., or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives there shall have occurred any a Material Adverse Change; , or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party hereto except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NYSE, or trading in securities generally on either the Nasdaq Stock Market Market, NYSE, 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 the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of U.S. federal, United Kingdom, European Union, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market Exchange (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 quotation system or stock exchanges exchange by the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Texas authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (v) the Company or any of the Subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company or any of the Subsidiaries regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. This 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 Representatives Underwriters by written notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.Nasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or California Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Common Shares Offered Securities in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured or (b) insured, will, in the case Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the events specified in 9(a)(i)-(v), Representative shall have become aware after the date hereof of such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares a material adverse change in the manner and on conditions or prospects of the terms contemplated Company, or such adverse material change in general market conditions as in the ProspectusRepresentative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. Any termination pursuant to this Section 9 8 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriterof the Underwriters, except that the Company and shall be, subject to demand by the Selling Shareholders shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Representatives their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 5 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, (yb) any Underwriter the Underwriters to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This 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 Representatives Underwriters by written notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.Nasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or California Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Common Shares Offered Securities in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured or (b) insured, will, in the case Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) if the events specified in 9(a)(i)-(v), Representative shall have become aware after the date hereof of such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares a Material Adverse Change in the manner and on conditions or prospects of the terms contemplated Company, or such adverse material change in general market conditions as in the ProspectusRepresentative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (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 9 8 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriterof the Underwriters, except that the Company and shall be, subject to demand by the Selling Shareholders shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Representatives their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 5 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 $300,000 in the aggregate, (yb) any Underwriter the Underwriters to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after (i) there has been, since the time of execution and delivery 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 Company and prior to its subsidiaries considered as one enterprise, whether or not arising in the first Closing Date ordinary course of business, (iii) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market 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 the National Association of Securities Dealers, Inc.FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; 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, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except except, upon termination pursuant to clause (i) only, that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 6 hereof, hereof or (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such terminationCompany.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery date of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market 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 the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware, Texas or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xa) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Guarantor, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery date of this Agreement and prior to the first Closing Date Agreement: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NASDAQ, 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 quotation system or stock exchanges exchange by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable to proceed with the offering sale or inadvisable to market delivery of the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company and its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party party, except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Sections 5 4 and 6 7 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after subsequent to the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, Inc., or trading in securities generally on either the Nasdaq Stock Market Market, Inc., 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 National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeChange to the Company; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date, this Agreement may be terminated by the Representatives Representative by written notice given to the Company and the Selling Shareholders Custodian if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Sections 5 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This 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 Representatives Underwriters by written notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.Nasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or California Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Common Shares Offered Securities in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured or (b) insured, will, in the case Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) if the events specified in 9(a)(i)-(v), Representative shall have become aware after the date hereof of such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares a material adverse change in the manner and on conditions or prospects of the terms contemplated Company, or such adverse material change in general market conditions as in the ProspectusRepresentative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vi) regulatory approval (including but not limited to Nasdaq approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 9 8 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriterof the Underwriters, except that the Company and shall be, subject to demand by the Selling Shareholders shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Representatives their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 5 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 $135,000 in the aggregate, (yb) any Underwriter the Underwriters to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or NASDAQ Global Select Market, (ii) trading in securities generally on either the Nasdaq Stock NASDAQ Global Select Market or the New York Stock Exchange (the “NYSE”) shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or the National Association of Securities Dealers, Inc.FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or California Louisiana authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (ivv) in the reasonable judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 Section 4 and to the extent applicable Section 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Guarantor, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured insured, or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders Phoenix to any Underwriter, except that the Company and the Selling Shareholders Phoenix shall be jointly or severally obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or Phoenix or any person controlling the Company or the Selling Shareholders Phoenix, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission Commission, a Canadian regulatory authority or by the Nasdaq Stock Market or NASDAQ; (ii) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.exchanges; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or California Canadian federal authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in insured. If the case of any purchase of the events specified in 9(a)(i)-(v), such event singly or together with Offered Shares by the Underwriters is not consummated for any reason other event, makes it, in your judgment, impracticable or inadvisable than due to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any a termination pursuant to clauses (ii), (iii) or (iv) of this Section 9 shall be without liability on 12 or because of the part termination of (x) the Company or the Selling Shareholders this Agreement pursuant to any UnderwriterSection 11 hereof, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Sections 5 and 6 Section 4 or Section 7 hereof, (y) . Any termination pursuant to this Section 12 shall be without liability on the part of any Underwriter to the Company or any person controlling Company. For the Company or the Selling Shareholders or (z) avoidance of any party hereto to any other party except that doubt, the provisions of Section 7 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market National Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeChange with respect to the Company and/or the Adviser; or (v) the Company and/or the Adviser shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company and/or the Adviser regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of of: (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Sections 5 4 and 6 hereof; (b) the Adviser to any Underwriter, except that the Adviser shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 4 and 6 hereof; (yc) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company; or (zd) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (ia) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market National Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges either the Nasdaq Stock Market or the New York Stock Exchange by the Commission or the National Association of Securities Dealers, Inc.NASD; (iib) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xi) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 6 hereof6, (yii) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (ziii) of any party hereto to any other party party, except that the provisions of Section 7 Sections 8 and 9 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. This Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Georgia or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Shareholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities DealersNASD, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (z) of any party hereto to any other party party, except that the provisions of Section 7 shall at all times be effective and shall survive such termination, except with respect to the expenses to be paid by the Selling Stockholders pursuant to Section 5 hereof.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; LLC, (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This On or prior to the Closing Date this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market 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 the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authoritiesDelaware authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Common Shares Notes in the manner and on the terms contemplated described in the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any UnderwriterInitial Purchaser, except to the extent that the Company and the Selling Shareholders shall be is obligated to reimburse the expenses of the Representatives Representative and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 7 hereof, or (yb) any Underwriter Initial Purchaser to the Company or any person controlling Company, provided, however, that if the Company or reimbursed the Selling Shareholders or (z) of any party hereto Initial Purchasers for their expenses pursuant to any other party except that the provisions of Section 7 hereof and the defaulting Initial Purchaser or Initial Purchasers are obligated to reimburse the Company for all reimbursements made by the Company to the Representative and the other Initial Purchasers pursuant to Section 7 hereof, such obligation to reimburse the Company shall at all times be effective and shall survive such terminationsurvive.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market Exchange (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 quotation system or stock exchanges exchange by the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or California ‌ ​ ​ ​ Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives Representative, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Guarantor or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This The Initial Purchasers may terminate this Agreement may be terminated by notice given by the Representatives by notice given to the Company and the Selling Shareholders Company, if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities generally shall have been suspended or materially limited by on, or by, as the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or case may be, any of the New York Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or limitedin any over-the-counter market, (iii) a material disruption in securities settlement, payment or minimum or maximum prices clearance services in the United States shall have been generally established occurred, (iv) any moratorium on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general commercial banking moratorium activities shall have been declared by any of federal, federal or New York State authorities or California authorities; (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective change in United States' or international politicalcrisis that, financial or economic conditions, as in the judgment of the Representatives Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it it, in the judgment of the Representatives, impracticable or inadvisable to market proceed with the Common Shares offer, sale or delivery of the Securities on the terms and in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securitiesOffering Memorandum; (ivvi) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvii) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company and its subsidiaries, taken as a whole, regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 and 6 7 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders Par Parties if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) (X) trading or quotation in any of the Company's Parent’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NYSE American or in any over-the-counter market, or (Y) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE American 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 National Association of Securities Dealers, Inc.Financial Industry Regulatory Authority; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative, there shall have occurred any Material Adverse Change; or (v) the Company Par Parties shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company Par Parties regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders Par Entities to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Par Entities shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Par Parties, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market 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 the New York Stock Exchange by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date, this Agreement may be terminated by the Representatives Underwriter by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (ia) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission Commission, by The NASDAQ Global Select Market, by The NASDAQ Capital Market, or by the Nasdaq Stock Market other national exchange, as and if applicable, or trading in securities generally on either the Nasdaq Stock The NASDAQ Global Select Market, The NASDAQ Capital Market or the New York Stock Exchange other national 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 National Association of Securities Dealers, Inc.NASD; (iib) a general banking moratorium shall have been declared by any of federal, New York or California Maryland authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Underwriter is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representatives Underwriter there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xi) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters Underwriter pursuant to Sections 5 4 and 6 7 hereof, (yii) any the Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery Time of this Agreement and prior to the first Closing Date Sale (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware, Texas or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xa) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Guarantor, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Shareholder if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Stock, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Florida or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 shall be without liability on the part of (xa) the Company or the Selling Shareholders Shareholder to any Underwriter, except that the Company and the Selling Shareholders Shareholder shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Shareholder, or (zc) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination. If the Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 9, the Representatives shall promptly notify the Company by telephone, telecopy or telegram, in each case confirmed by letter.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. This Agreement may be terminated by the Representatives The Representative, by notice given to the Company and the Selling Shareholders if (a) Stockholders, shall have the right to terminate this Agreement at any time after the execution and delivery of this Agreement and prior to the first First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Global Market or (b) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to the extent provided in Sections 5 4 and 6 7 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This On or prior to the Closing Date this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market 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 the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authoritiesDelaware authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Common Shares Notes in the manner and on the terms contemplated described in the Prospectus Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any UnderwriterInitial Purchaser, except to the extent that the Company and the Selling Shareholders shall be is obligated to reimburse the expenses of the Representatives Representative and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 7 hereof, or (yb) any Underwriter Initial Purchaser to the Company or any person controlling Company, provided, however, that if the Company or reimbursed the Selling Shareholders or (z) of any party hereto Initial Purchasers for their expenses pursuant to any other party except that the provisions of Section 7 hereof and the defaulting Initial Purchaser or Initial Purchasers are obligated to reimburse the Company for all reimbursements made by the Company to the Representative and the other Initial Purchasers pursuant to Section 7 hereof, such obligation to reimburse the Company shall at all times be effective and shall survive such terminationsurvive.

Termination of this Agreement. This Agreement may be terminated by the Representatives The Representatives, by notice given to the Company and the Selling Shareholders if (a) Stockholder, shall have the right to terminate this Agreement at any time after the execution and delivery of this Agreement and prior to the first First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq American Stock Market Exchange or (b) trading in securities generally on either the American Stock Exchange, the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholder to any Underwriter, except that the Company and the Selling Shareholders Stockholder shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to the extent provided in Sections 5 4 and 6 7 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholder, or (zc) of any party hereto to any other party except that the provisions of Section 7 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NYSE, 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 quotation system or stock exchanges exchange by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Ohio authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company and its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Subsidiary Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Subsidiary Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party party, except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives The Underwriter, by notice given to the Company and the Selling Shareholders if (a) Stockholder, shall have the right to terminate this Agreement at any time after the execution and delivery of this Agreement and prior to the first First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the The Nasdaq Stock Global Select Market or (b) trading in securities generally on either the The Nasdaq Stock Global Select Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Underwriter is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (xa) the Company or and the Selling Shareholders Stockholder to any the Underwriter, except that the Company and the Selling Shareholders Stockholder shall be obligated to reimburse the expenses of the Representatives Underwriter to the extent provided in Sections 6 and the Underwriters pursuant to Sections 5 and 6 9 hereof, (yb) any the Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholder, or (zc) of any party hereto to any other party except that the provisions of Section 7 10 and Section 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market any exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xa) the Company or the Selling Shareholders Issuers to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Issuers shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Issuers, or (zc) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This On or prior to the First Closing Date this Agreement may be terminated by the Representatives Initial Purchaser by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market National Market, or trading in securities generally on either the Nasdaq Stock National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authoritiesDelaware authority; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market the Common Shares Debentures in the manner and on the terms contemplated described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchaser there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may Initial Purchaser may, singly or in the aggregate, interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchaser pursuant to Sections 5 4 and 6 7 hereof, (yb) any Underwriter the Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the S-A 29 Company regardless of whether or not such loss shall have -have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by Banc of America Securities LLC, on behalf of the Representatives Initial Purchasers, by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, 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 quotation system or stock exchanges exchange by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' States or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) there shall have occurred any change, or any development or event involving a prospective change, in the condition (financial or otherwise), business, properties or results of operations of the Company and its subsidiaries taken as one enterprise that, in the judgment of the Representatives there shall have occurred any Material Adverse ChangeInitial Purchasers is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Securities; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such terminationtermination (including, without limitation, if the purchase and sale of the Securities does not occur as a result of the condition precedent set forth in Section 5(i) failing to be satisfied).

Termination of this Agreement. This Prior to the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (ii)(a) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or (b) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeChange that makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may would be reasonably likely to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 and Section 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date closing: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading 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 the National Association of Securities Dealers, Inc.exchange; (ii) trading or settlement in any securities of Company on the Nasdaq Stock Market shall have been suspended or limited, (iii) a general banking moratorium shall have been declared by any of federal, federal or New York or California authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may (A) interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or and (bB) in make it inadvisable to proceed with the case of any offering of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the ProspectusPricing Disclosure Package. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Initial Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Initial Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 4, 9 and 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Shares by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NASDAQ or the JSE, or trading in securities generally on either the Nasdaq Stock Market NASDAQ, the NYSE or the New York Stock Exchange JSE 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 National Association of Securities Dealers, Inc.; (iiexchanges;(ii) a general banking moratorium shall have been declared by any of U.S. federal, New York York, South African or California Singapore authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative, is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Sections 5 and 6 hereof, Section 4 or Section 7 hereof or (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except Shareholders; provided, however, that the provisions of Section 7 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement date hereof and prior to the first First Closing Date Date: (ia) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the NYSE or Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.exchanges; (iib) a general banking moratorium shall have been declared by any of federal, either U.S. federal or New York or California state authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to proceed with the offering or inadvisable to market delivery of the Common Shares Offered Securities in the manner and on the terms contemplated described in the Time of Sale Prospectus or the IPO Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 ‎Section 11 shall be without liability on the part of (xi) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Sections 5 and ‎Section 4 or ‎Section 6 hereof, hereof or (yii) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except Company; provided, however, that the provisions of Section 7 ‎Section 8 and ‎Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or NYSE Amex Equities; (ii) trading in securities generally on either any of the Nasdaq Stock Market or Market, the New York Stock Exchange or the NYSE Amex Equities shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc.; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or California Texas authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (ivv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market Exchange (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 quotation system or stock exchanges exchange by the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative, there shall have occurred any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Guarantor or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date this Agreement may be maybe terminated by the Representatives Xxxxxxxxxx Securities by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Minnesota or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives Xxxxxxxxxx Securities is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Xxxxxxxxxx Securities there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Xxxxxxxxxx Securities may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Xxxxxxxxxx Securities and the Underwriters pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Shareholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination. SECTION 12.

Termination of this Agreement. This Prior to the First Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federalFederal, New York York, Pennsylvania or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Final Circular or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Initial Purchasers and the Underwriters Initial Purchasers pursuant to -27- 28 Sections 5 and 6 hereof, (yb) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This 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 Representatives Underwriters by written notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.Nasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or California Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Common Shares Offered Securities in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured or (b) insured, will, in the case Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) if the events specified in 9(a)(i)-(v), Representative shall have become aware after the date hereof of such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares a material adverse change in the manner and on conditions or prospects of the terms contemplated Company, or such adverse material change in general market conditions as in the ProspectusRepresentative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vi) regulatory approval (including but not limited to Nasdaq approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 9 8 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriterof the Underwriters, except that the Company and shall be, subject to demand by the Selling Shareholders shall be Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Representatives their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Sections 5 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, (yb) any Underwriter the Underwriters to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchaser by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authorities; (iii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (ivv) in the reasonable judgment of the Representatives Initial Purchaser there shall have occurred any Material Adverse Change; or (vvi) the Company or any Guarantor shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Initial Purchaser may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchaser pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter the Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Guarantor, or (ziii) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or NYSE Amex Equities; (ii) trading in securities generally on either any of the Nasdaq Stock Market or Market, the New York Stock Exchange or the NYSE Amex Equities shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc.; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or California Texas authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (ivv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; , (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. This Prior to the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market SmallCap Market, the Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholders, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, Inc. or trading in securities generally on either the Nasdaq Stock National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities DealersNasdaq Stock Market, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware, Texas or California governmental authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securitiesProspectus; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders Stockholders to any Underwriter, except that the Company and the Selling Shareholders Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any Selling Stockholders or any person controlling the Company or the any Selling Shareholders Stockholders, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company and the Selling Shareholders Issuers if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the CompanyParent's or the Issuers' securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Commission, 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 the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' States or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offer, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company Issuers shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company Issuers regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company Issuers or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company Issuers and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Issuers, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market 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 markets or exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York [, Delaware] or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentXxxxxxxxx Xxxxxxxx judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchaser by notice given to the Company and the Selling Shareholders Issuers if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market 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 the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchaser there shall have occurred any Material Adverse Change; or (v) Holdings, the Company and its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchaser may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or Issuers to the Selling Shareholders to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Issuers shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchaser pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter the Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Issuers, or (ziii) of any party hereto to any other party party, except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Stockholder if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 shall be without liability on the part of (xa) the Company or the Selling Shareholders Stockholder to any Underwriter, except that the Company and the Selling Shareholders Stockholder shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Stockholder, or (zc) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by either of the Representatives Global Coordinators by notice given to the Company and the Selling Shareholders if if: (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission Commission, Nasdaq, the London Stock Exchange or by the Nasdaq Stock Market AIM, or trading in securities generally on either Nasdaq, AIM, the Nasdaq London Stock Market Exchange or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission Commission, the NASD, the New York Stock Exchange or the National Association of Securities Dealers, Inc.otherwise; (ii) a general banking moratorium shall have been declared by any of federal, federal or State of New York or California U.K. authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States States, the U.K. or international financial markets, or any substantial change or development involving a prospective change in United States' or international the political, financial or economic conditionsconditions of the United States, the U.K. or internationally, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and or operations of the Company regardless of whether or not such loss shall have been insured insured; or (b) in the case of any of the events specified in 9(a)(i)-(vSection 9(i) through (v), such event singly or together with any other event, makes it, in your judgmentthe judgment of the Representatives, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 5, 6, 7 and 6 10 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (z) of any party hereto to any other party except that the provisions of Section Sections 5, 6, 7 and 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NYSE, 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 the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California 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, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company and its subsidiaries considered as one enterprise regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the The Nasdaq Stock Market Market, Inc., 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 national stock exchanges exchange or automated quotation system by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentRobexxxxx Xxxpxxxx' xxdgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any attack on or act of terrorism involving the United States, any declaration of war on or by the United States, outbreak or any escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the reasonable judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Common Shares Notes in the manner and on the terms contemplated described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company or its subsidiaries regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xA) the Company or the Selling Shareholders to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 and Section 4 and, in the case of clause (iv) above, Section 6 hereof, (yB) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by Xxxxx Fargo Securities, LLC, on behalf of the Representatives Initial Purchasers, by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market 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 quotation system or stock exchanges exchange by the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Wisconsin authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States States’ or international financial markets, or any substantial change or development involving a prospective substantial change in United States' States or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchaser by notice given to the Company Company, Finance Corp., GCA Holdings and the Selling Shareholders Guarantors if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.Dealers (“NASD”); (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchaser there shall have occurred any Material Adverse Change; or (v) the Company Company, Finance Corp. or GCA Holdings shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchaser may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of of: (xi) the Company Company, Finance Corp. or GCA Holdings to the Selling Shareholders to any UnderwriterInitial Purchaser, except that the Company Company, Finance Corp. and the Selling Shareholders GCA Holdings shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchaser pursuant to Sections 5 4 and 6 hereof, ; (yii) any Underwriter the Initial Purchaser to the Company Company, Finance Corp., GCA Holdings or any person controlling the Company or the Selling Shareholders Guarantor; or (ziii) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Issuers if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's Partnership’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NYSE, 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 the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California state of the Issuers’ formation or incorporation authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company Partnership shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company Partnership Entities considered as one enterprise regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders Partnership Parties to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Partnership Parties shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Partnership Parties or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by Nasdaq or the Nasdaq Stock Market TSX, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange TSX 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 National Association of Securities Dealers, Inc.exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York York, or California Canadian authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Common Shares Firm Securities in the manner and on the terms contemplated described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives 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) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 13 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Representative and the Underwriters pursuant to Sections 5 and 6 hereof, Section 4 or Section 7 hereof or (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except Company; provided, however, that the provisions of Section 7 10 and Section 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders Transaction Entities if (a) at any time after (i) there has been, since the time of execution and delivery 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 prior to their subsidiaries considered as one enterprise, whether or not arising in the first Closing Date ordinary course of business, (iii) trading or quotation in any of the Company's Transaction Entities’ securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market 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 the National Association of Securities Dealers, Inc.FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; 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, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders any Transaction Entity to any Underwriter, except except, upon termination pursuant to clause (i) only, that the Company and the Selling Shareholders Transaction Entities shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 6 hereof, hereof or (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such terminationTransaction Entity.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market National Market, or trading in securities generally on either the Nasdaq Stock National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in Section 9(a)(i)-(v), such event singly or together with any other event, event makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchaser by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market Exchange (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 quotation system or stock exchanges exchange by the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchaser there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchaser may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or any Guarantor to the Selling Shareholders to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchaser pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter the Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Guarantor, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in Section 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in by the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first First Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgmentjudgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 9 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Company, or (z) of any party hereto to any other party except that the provisions of Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as that in each case, in the judgment of the Representatives Representative, is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NYSE, 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 the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California 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, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xA) the Company or any Guarantor to the Selling Shareholders to any UnderwriterInitial Purchasers, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters any Initial Purchaser pursuant to Sections 5 4 and 6 hereof, (yB) any Underwriter the Initial Purchasers to the Company or any person controlling and the Company or the Selling Shareholders Guarantors or (zC) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NYSE, 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 the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California 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, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xA) the Company or any Guarantor to the Selling Shareholders to any UnderwriterInitial Purchasers, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters any Initial Purchaser pursuant to Sections 5 Section 4 and Section 6 hereof, (yB) any Underwriter the Initial Purchasers to the Company or any person controlling and the Company or the Selling Shareholders Guarantors or (zC) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's or any Guarantor's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, North Carolina or California Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Common Shares Securities in the manner and on the terms contemplated described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any Guarantor shall have sustained a loss by strike, firethe, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xa) the Company or the Selling Shareholders any Guarantor to any Underwriter, Initial Purchaser except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yb) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Guarantor, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. This Prior to the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market Market, Inc., or trading in securities generally on either the Nasdaq Stock National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities DealersNasdaq Stock Market, Inc.; , (ii) a general banking moratorium shall have been declared by any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 Section 4 and Section 6 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders Shareholders, or (zc) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market 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 exchange by the Commission or the National Association of Securities Dealers, Inc.Commission; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is so material and adverse and makes as to make it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character Change that is so material and adverse as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, to make it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the ProspectusPricing Disclosure Package or to enforce contracts for the sale of securities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xi) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 4 and 6 hereof, (yii) any Underwriter Initial Purchaser to the Company or any person controlling the Company or the Selling Shareholders Company, or (ziii) of any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company's ’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq Stock Market Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Offered Shares in the manner and on the terms contemplated described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with is so material and adverse as to make it impracticable to market the conduct Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the business and operations of the Company Prospectus, regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 Section 4 and 6 Section 7 hereof, (yb) any Underwriter to the Company or any person controlling the Company or the Selling Shareholders or (zc) of any party hereto to any other party except that the provisions of Section 7 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. This Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date time: (i) trading or quotation in any of the Company's ’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market NYSE, 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 the National Association of Securities Dealers, Inc.FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or California 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, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' ’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Common Shares offering, sale or delivery of the Securities in the manner and on the terms contemplated described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company and its subsidiaries considered as one enterprise regardless of whether or not such loss shall have been insured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectusinsured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (xA) the Company or the Selling Shareholders any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Selling Shareholders Guarantors shall be obligated to reimburse the expenses of the Representatives and the Underwriters Initial Purchasers pursuant to Sections 5 Section 4 and Section 6 hereof, (yB) any Underwriter the Initial Purchasers to the Company or any person controlling and the Company or the Selling Shareholders Guarantors or (zC) of any party hereto to any other party except that the provisions of Section 7 8 and Section 9 hereof shall at all times be effective and shall survive such termination.