Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. (a) This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated at any time prior to the Closing solely: (i) by the mutual written consent of all Parties; TMI and the Company; (ii) by either the Majority Stockholders or the Company, on the one hand, or such Investorby TMI, on the other hand hand, if the transactions contemplated by this Agreement to take place at the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December shall not have been consummated by January 31, 2022 if 1998, unless the application for failure of such transactions to be consummated results from the consentswillful failure of the party (or in the case of the Stockholders and the Company, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted any of them) seeking to terminate this Agreement if the failure to consummate perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing was caused by or thereafter on the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop IPO Closing Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or ; (iii) by either the Majority Stockholders or the Company, on the one hand, or any Investorby TMI, on the other hand hand, if a material breach or default shall be made by the other party (or in the case of the Stockholders and only with respect to such Investorthe Company, any of them) in the observance or in the due and timely performance of any of the covenants, agreements or conditions contained herein; or (iv) by written notice TMI if it is entitled to do so as provided in Section 6.07; (b) This Agreement may be terminated after the Closing solely: (i) by TMI or the Company if the Underwriting Agreement is terminated pursuant to its terms after the Closing and prior to the other Party if there has been a material misrepresentation or material breach consummation of a covenant or agreement contained in this Agreement the IPO; or (ii) automatically and without action on the part of such Investor or any party hereto if the Company, respectively, and such breach, if curable, has IPO is not been cured to consummated within 15 New York City business days after the reasonable satisfaction date of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )Closing. (bc) If this Agreement is terminated pursuant to this Section 12.01, the provisions Merger will be deemed for all purposes to have been abandoned and of Section 9.14(a) above, no force or effect. If this Agreement shall become void and have no further effect is terminated pursuant to this Section 12.01 after the Certificate of Merger has been filed with respect to the terminating Parties; provided, that no Party shall be relieved Secretary of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations State of the Parties (including State of Connecticut, but before the right to damages IPO has been consummated, TMI will take all actions that Counsel for the breach, if any, giving rise to Company and the termination and any other pre-termination breach Stockholders advises TMI are required by any the applicable laws of the Parties)State of Connecticut to rescind the Merger. (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by Nasdaq, or trading in securities generally on either 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 all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any federal or New York 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, and such breach, if curable, has not been cured except to the reasonable satisfaction extent that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter or the Selling Stockholders to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This In addition to the provisions of Section 6, the Underwriters shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the any Option Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB InvestorAdditional Shares to be purchased on such Option Closing Date), if, in the reasonable discretion of the Underwriters, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially and adversely disrupted, or in the reasonable opinion of the Underwriters, will in the future materially and adversely disrupt, the Long Stop Date would securities markets or there shall be automatically extended such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to December 31make it, 2022 if in the application reasonable judgment of the Underwriters, inadvisable or impracticable to market the Shares or enforce contracts for the consentssale of the Shares, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to (ii) trading in the Company Common Stock shall have been submitted to and accepted suspended by the Governmental Authority prior to September 30Commission or the NASDAQ Capital Market or trading in securities generally on the NASDAQ Stock Market, 2022)New York Stock Exchange or NYSE Amex shall have been suspended, provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Stock Market, New York Stock Exchange or NYSE Amex, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iv) a banking moratorium shall have been declared by federal or state authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (vi) the Company suffers any Investormaterial loss by strike, on fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or (vii) in the other hand (and only with respect to such Investor) by written notice to reasonable judgment of the other Party if Underwriters, there has been a material misrepresentation or material breach been, since the time of a covenant or agreement contained in execution of this Agreement on or since the part respective dates as of such Investor which information is given in the Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the Companyresults of operations, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction business affairs or business prospects of the other Party within ten (10) Business Days Company and its subsidiaries considered as a whole, whether or not arising in the ordinary course of business. Any such notice (for the avoidance termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 5(g) and Section 7 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriters elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Representative by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by Xxxxxxxxxx Securities by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company reasonable judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Underwriters and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the 2022,_(the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm ADSs by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, 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 all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either federal or New York 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered ADSs in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either 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, on the one hand, or any Investor, on the other hand (and only with respect . Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 7 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, or trading in securities generally on the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any federal, Connecticut or New York 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 CompanyUnited States or international financial markets, or in the 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 one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; (v) the Company or any of the Partnerships shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)insured; or (iiivi) any downgrading in the rating of any debt securities or preferred stock of the Company by either any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Company, on the one handAct), or any Investor, on public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other hand (and only than an announcement with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach positive implications of a covenant or agreement contained in possible upgrading, and no implication of a possible downgrading, of such rating). Any termination pursuant to this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 7 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubtparty hereto to any other party, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq 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 all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company reasonable judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated at any time prior to the Closing solely: (i) by the mutual written consent of all Parties; TMI and the Company; (ii) by either the Majority Stockholders or the Company, on the one hand, or such Investorby TMI, on the other hand hand, if the transactions contemplated by this Agreement to take place at the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December shall not have been consummated by January 31, 2022 if 1998, unless the application for failure of such transactions to be consummated results from the consentswillful failure of the party (or in the case of the Stockholders and the Company, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted any of them) seeking to terminate this Agreement if the failure to consummate perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing was caused by or thereafter on the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop IPO Closing Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or ; (iii) by either the Majority Stockholders or the Company, on the one hand, or any Investorby TMI, on the other hand hand, if a material breach or default shall be made by the other party (or in the case of the Stockholders and only with respect to such Investorthe Company, any of them) in the observance or in the due and timely performance of any of the covenants, agreements or conditions contained herein; or (iv) by written notice TMI if it is entitled to do so as provided in Section 6.07; (b) This Agreement may be terminated after the Closing solely: (i) by TMI or the Company if the Underwriting Agreement is terminated pursuant to its terms after the Closing and prior to the other Party if there has been a material misrepresentation or material breach consummation of a covenant or agreement contained in this Agreement the IPO; or (ii) automatically and without action on the part of such Investor or any party hereto if the Company, respectively, and such breach, if curable, has IPO is not been cured to consummated within 15 New York City business days after the reasonable satisfaction date of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )Closing. (bc) If this Agreement is terminated pursuant to this Section 12.01, the provisions Merger will be deemed for all purposes to have been abandoned and of Section 9.14(a) above, no force or effect. If this Agreement shall become void and have no further effect is terminated pursuant to this Section 12.01 after the Certificate of Merger has been filed with respect to the terminating Parties; provided, that no Party shall be relieved Secretary of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations State of the Parties (including State of Washington, but before the right to damages IPO has been consummated, TMI will take all actions that Counsel for the breach, if any, giving rise to Company and the termination and any other pre-termination breach Stockholders advises TMI are required by any the applicable laws of the Parties)State of Washington to rescind the Merger. (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent of all Partiesthe Commission or by the Nasdaq Capital Market; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market; (v) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Securities; or (vi) if the Company is in material breach of any of its representations, warranties or covenants hereunder, Any termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company, on (b) the one handUnderwriters to the Company, or such Investor, on (c) of any party hereto to any other party except that the other hand if the Closing fails to occur on or prior to September 30, 2022, provisions of Section 4 (the “Long Stop Date”) (however, with respect to the onshore RMB Investorreimbursement of out-of-pocket accountable, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted bona fide expenses actually incurred by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute ResolutionUnderwriters) and this Section 9.14 (Termination of This Agreement) 7 shall at all times be effective and shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Underwriters shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) trading in the Company’s Common Stock shall have been suspended by mutual written consent of all Parties; the Commission or NYSE AMEX or trading in securities generally on the Nasdaq Global Market, New York Stock Exchange or NYSE AMEX shall have been suspended, (ii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq Global Market, New York Stock Exchange or such InvestorNYSE AMEX, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party exchange or by order of the Commission or any material representationother governmental authority having jurisdiction, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) a banking moratorium shall have been declared by either federal or state or PRC authorities, (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the CompanyUnited States or the PRC, on any declaration by the one handUnited States or the PRC of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States or the PRC or other international political, financial or economic conditions or any other calamity or crisis, or (v) the Company suffers any Investorloss by strike, on fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach effect of a covenant or agreement contained which, in each case described in this Agreement on subsection (a), in the part of such Investor Underwriters’ reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Shares. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 6(a)(vii) and Section 8 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriters elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriters by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Maryland 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the Company, on sole judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution“Indemnification”) and this Section 9.14 9 (Termination of This Agreement“Contribution”) shall at all times be effective and shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior to by the Closing (i) Underwriter by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment notice given to the Company if at any time (a) trading or quotation in any of the Company's securities shall have been submitted to and accepted suspended or limited by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused Commission or by the breach 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 such Party of the Commission or the NASD; (b) a general banking moratorium shall have been declared by any federal, New York, Delaware or Minnesota authorities or a material representation, warranty disruption in commercial banking or covenant securities settlement or clearing services in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States has occurred; or (iiic) by either the Company, on the one handthere shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any Investorchange 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 reasonable judgment of the Underwriter is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (d) in the judgment of the Underwriter, there shall have occurred any Material Adverse Change; or (e) the Company shall have sustained a loss by strike, fire, flood, earthquake, storm, accident or other hand (calamity of such character as in the reasonable judgment of the Underwriter may interfere materially with the conduct of the business and only with respect operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (x) the Company to the Underwriters, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Section 5 and Section 7 hereof, (y) the Underwriters to the Company, respectivelyor (z) any party hereto to any other party, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by Jefferies and Xxxxxxx Xxxxx by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by Nasdaq, or trading in securities generally on either the 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 all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or PRC 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies and Xxxxxxx Xxxxx is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of Jefferies and Xxxxxxx Xxxxx there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of Jefferies and Xxxxxxx Xxxxx may interfere materially with the one hand, conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Securities by the Underwriters on the Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of all Partiessuch 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 FINRA; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the CompanyIssuers to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Issuers shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 7 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Issuers, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by Jefferies, Stifel and Xxxxxx Xxxxxxxxxx by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by Nasdaq, or trading in securities generally on either Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Massachusetts 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies, Stifel and Cantor Xxxxxxxxxx is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consentssale of securities; (iv) in the judgment of Jefferies, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company Stifel and Cantor Xxxxxxxxxx there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Companyjudgment of Jefferies, on Stifel and Cantor Xxxxxxxxxx may interfere materially with the one hand, conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated by the Representatives by notice given to the 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 shall have been suspended or limited by mutual written consent the Commission or by Nasdaq, or trading in securities generally on either 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 all Parties; such stock exchanges by the Commission or the NASD, (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware, Tennessee 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 CompanyUnited 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 one hand, terms contemplated in the Prospectuses or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Companyjudgment 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 9(a)(i) through (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 one hand, or any Investor, on terms contemplated in the other hand (and only with respect Prospectuses. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 9 shall be without liability on the part of such Investor (x) the Company to any Underwriter, except that the Company 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, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10z) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 7 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company shall have failed, refused or been submitted to and accepted by the Governmental Authority prior to September 30unable, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on at or prior to the Long Stop Closing Date, such onshore RMB Investor shall to perform any material agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any condition of the obligation under this AgreementUnderwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or the NASDAQ Capital Market or trading in securities generally on the NASDAQ Capital Market shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Capital Market by such exchange or by order of the Commission or any other governmental authority having jurisdiction (which includes the Company’s Common Stock), or any Investor(iv) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, on in each case of (i) through (iv) herein, the other hand (and only effect of which, in the Underwriter’s good faith judgment, would make it impracticable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Companyoffering, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction sale and/or delivery of the other Party within ten (10) Business Days of Shares as contemplated by the Registration Statement and the Prospectus. Any such notice (for the avoidance termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(a)(vii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section 8, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter as provided in Section 10. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission, a State Commission or by the OTCBB, or trading in securities generally on the New York Stock Exchange or the NYSE Alternext US, or the Nasdaq Global Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either federal, New York or Minnesota authorities or a material disruption in commercial banking or securities settlement or clearance services in the CompanyUnited 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 Underwriter is material and adverse and makes it impracticable or inadvisable to market the Units in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to Sections 4 and binding on such breaching Investor ). 6 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationCompany. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Colorado 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 CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company or any Investor, on the other hand (and only with respect Operating Partnership regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, Company and such breach, if curable, has not been cured the Operating Partnership to the reasonable satisfaction Underwriter, except that the Company and the Operating Partnership shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Operating Partnership; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Missouri 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated prior by Jefferies and XX Xxxxx by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or Massachusetts 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 CompanyUnited States or 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 Xxxxxxxxx and XX Xxxxx is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of Jefferies and XX Xxxxx there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of Xxxxxxxxx and XX Xxxxx may interfere materially with the one hand, conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the Company, on sole judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 9 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to the reasonable satisfaction reimburse all expenses of the other Party within ten Underwriters pursuant to Section 5 (10the “Payment of Expenses”) Business Days and Section 6 (the “Reimbursement of such notice (for the avoidance of any doubtUnderwriters’ Expenses”) hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy 7 (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement“Indemnification”) shall at all times be effective and shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated and the Merger abandoned at any time prior to the Closing Effective Time: (i) by By mutual written consent of all Parties; the Boards of Directors of each of the Constituent Corporations; (ii) By MMIC, if NFMIC experiences actual catastrophic storm losses (as categorized by the Property Claim Services division of American Insurance Services Group, Inc., a Delaware corporation) that exceed Four Hundred Thousand Dollars ($400,000) (“Storm Loss Cap”), net of reinsurance and any losses, in the aggregate, up to the Storm Loss Cap shall not constitute a Material Adverse Change pursuant to Section 14(e); (iii) By the Board of Directors of either Constituent Corporation if: (A) the CompanyMerger is not approved by the Commissioner and, on unless otherwise directed by the one handCommissioner, by the requisite number of members of NFMIC before November 30, 2023, or such Investor, on later date as the Boards of Directors of the Constituent Corporations shall mutually agree; (B) the other hand if Constituent Corporation shall have engaged in any of the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party prohibited actions described under Section 6 of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor or shall not be granted have materially violated any of the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); representations or (iii) by either the Company, on the one handwarranties contained herein, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation shall have taken place any event or material breach of a covenant development after the date hereof which materially and adversely affects the business, operations, or agreement contained in this Agreement on the part properties of such Investor or the Company, respectively, other corporation; or (C) Such Constituent Corporation receives a Representation and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ).Warranty Notice; (b) If In the event of the termination of this Agreement under Sections 15(a)(ii) or (iii), written notice thereof shall be given by the terminating Constituent Corporation to the other Constituent Corporation specifying the provision hereof under which such termination is terminated made. In the event of the termination of this Agreement pursuant to the provisions of Section 9.14(a) above15(a)(i), this Agreement shall be terminated and become void and have no further effect with respect to effect, without any liability or obligation on the terminating Partiespart of either Constituent Corporation; provided, however, that no Party nothing herein shall be relieved relieve either party hereto of any liability of any nature for a material breach of this Agreement or for any misrepresentation hereunderfraud, nor shall such termination be deemed as the case may be, prior to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This The Underwriters, by notice given to the Company and the Selling Shareholder, shall have the right to terminate this Agreement may be terminated at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by The Nasdaq Global Select Market or (b) trading in securities generally on either The Nasdaq 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 all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany and the Selling Shareholder to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholder shall be obligated to reimburse the expenses of the Underwriters to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtextent provided in Sections 6 and 9 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholder, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 10 and Section 11 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange (the "NYSE"), or trading in securities generally on the NYSE, the American Stock Exchange or the over-the-counter market shall have been suspended, or minimum prices shall have been established on any of all Partiessuch stock exchanges or markets by the Commission or the NASD; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company a general banking moratorium shall have been submitted to and accepted declared by federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) the United States shall have become engaged in new hostilities, there shall have been an escalation in existing hostilities involving the United States or there shall have been a declaration of a national emergency or war by the Governmental Authority prior to September 30United States or there shall have occurred any other significant calamity or crisis (including, 2022)without limitation, provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party as a result of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investorterrorist activities); or (iiiiv) by either there shall have occurred such a material adverse change in general economic, political or financial conditions (or the Company, effect of international conditions on the one handfinancial markets in the United States shall be such) as to make it, in the judgment of the Representatives, impractical or any Investor, inadvisable to proceed with the public offering or delivery of the Securities being delivered on the other hand (Closing Date on the terms and only with respect in the manner contemplated in the Prospectus. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor (a) the Company or the CompanyNotes Guarantors to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to Sections 4 and binding on such breaching Investor ). 6 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to Company or the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationNotes Guarantors. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by Nasdaq, or trading in securities generally on either Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriter there shall have occurred any change, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company, on whether or not arising in the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party ordinary course of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)business; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if (a) at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the National Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited 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 one hand, terms contemplated in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Companyjudgment 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, impractical or unadvisable to market the Common Shares in the manner and on the one hand, or any Investor, on terms in the other hand (and only with respect Prospectus. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 9 shall be without liability on the part of such Investor or (x) the Company to any Underwriter, except that the Company 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, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10z) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 7 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company and each Selling Shareholder as hereinafter specified at any time at or prior to the First Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the Closing (i) by mutual written consent of all Parties; Date, to perform any material agreement on its part to be performed hereunder, (ii) by either the Companyany Selling Shareholder shall have failed, on the one handrefused or been unable, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on at or prior to the Long Stop Closing Date, such onshore RMB Investor shall to perform any material agreement on its part to be regarded as failed to fulfil the obligation under this Agreementperformed hereunder, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either any other material condition of the Underwriter's obligations hereunder is not fulfilled, (iv) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq Global Select Market or trading in securities generally on the Nasdaq Global Select Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (v) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq Global Select Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (vi) a banking moratorium shall have been declared by federal or state authorities, or (vii) there shall have occurred any attack on, outbreak or escalation of hostilities between the United States and any foreign or terrorist organization or any declaration by the United States of a national emergency or war, or any Investorchange in financial markets or any calamity or crisis that, on in the other hand (Underwriter's reasonable judgment, is material and only adverse and makes it impractical or inadvisable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Shares. Any such termination shall be without liability of any doubtparty to any other party except that the provisions of Section 4(a)(vii) and 4(a)(viii), the termination Section 4(b)(i) and Section 6 hereof shall only become effective to and binding on such breaching Investor )at all times be effective. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section 8, the provisions of Section 9.14(a) aboveCompany and each Selling Shareholder, this Agreement shall become void and have no further effect with respect to or the terminating Parties; providedSelling Shareholders' Attorney-in-Fact, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior to The Representative shall have the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on and the Selling Stockholder as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company or the Selling Stockholder shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall closing date, to perform any agreement on its or their part to be regarded as failed to fulfil performed hereunder, (ii) any other condition of the obligation under this AgreementUnderwriters’ obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading on the CompanyNASDAQ, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ, New York Stock Exchange or the NYSE Amex, by such Exchange or by order of the Commission or any other Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any Investoroutbreak or escalation of hostilities, on any change in financial markets or any calamity or crisis that, in the other hand (Representative’s judgment, is material and only adverse and makes it impractical or inadvisable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubtparty to any other party except that the provisions of Section 4(a)(viii), the termination Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Representative elects to terminate this Agreement is terminated pursuant to as provided in this Section 8, the provisions of Section 9.14(a) aboveCompany and the Selling Stockholder, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Representative by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Securities by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq, or trading in securities generally on either the 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 all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or Virginia 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 CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Securities in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any federal or New York 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 CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) in the judgment of the Underwriter there shall have occurred a material event which affects (A) the disclosure in the Prospectus or (B) the ability of the Underwriter to market and sell the Offered Shares on the other hand if terms set forth in the Closing fails to occur on Preliminary Prospectus or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Prospectus; or (iiivi) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or of: (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to Sections 4 and binding on such breaching Investor ). 6 hereof; (b) If this Agreement is terminated pursuant the Underwriter to the Company; or (c) of any party hereto to any other party except that the provisions of Section 9.14(a8 and Section 9 shall at all times be effective and shall survive such termination; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall party will be relieved of any liability of in connection with any nature for a breach of this Agreement its representations, warranties or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of covenants in this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the Closing Date, this Agreement may be terminated prior by Xxxx by notice given to the Closing Company and the Selling Stockholder if at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or (b) trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Xxxx is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of Xxxx there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of Xxxx may interfere materially with the one hand, conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholder to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholder shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representative and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholder; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq 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 all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date or the purchase of the Optional Shares on any Option Closing Date, as the case may be, this Agreement may be terminated prior by Jefferies and Xxxxxx Xxxxxxx by notice given to the Closing Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent of all Partiesthe Commission or by any exchange or in any over-the-counter market, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or materially limited; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, or (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 calamity or crisis, either within or outside the CompanyUnited States, that, in the judgment of Jefferies and Xxxxxx Xxxxxxx, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Shares in the manner and on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted terms contemplated by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor the Time of Sale Prospectus or the Prospectus. Any termination pursuant to this ‎Section 13 shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). ‎Section 4 or ‎Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement ‎Section 9 and ‎Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the CompanyUnited States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the one hand, terms described in the Disclosure Package and the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been shall have occurred a material misrepresentation disruption in commercial banking or material breach of a covenant securities settlement or agreement contained clearance services in the United States. Any termination pursuant to this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated at any time prior to the Closing solely: (i) by the mutual written consent of all Parties; TMI and the Company; (ii) by either the Majority Stockholders or the Company, on the one hand, or such Investorby TMI, on the other hand hand, if the transactions contemplated by this Agreement to take place at the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December shall not have been consummated by January 31, 2022 if 1998, unless the application for failure of such transactions to be consummated results from the consentswillful failure of the party (or in the case of the Stockholders and the Company, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted any of them) seeking to terminate this Agreement if the failure to consummate perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing was caused by or thereafter on the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop IPO Closing Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or ; (iii) by either the Majority Stockholders or the Company, on the one hand, or any Investorby TMI, on the other hand hand, if a material breach or default shall be made by the other party (or in the case of the Stockholders and only with respect to such Investorthe Company, any of them) in the observance or in the due and timely performance of any of the covenants, agreements or conditions contained herein; or (iv) by written notice TMI if it is entitled to do so as provided in Section 6.07; (b) This Agreement may be terminated after the Closing solely: (i) by TMI or the Company if the Underwriting Agreement is terminated pursuant to its terms after the Closing and prior to the other Party if there has been a material misrepresentation or material breach consummation of a covenant or agreement contained in this Agreement the IPO; or (ii) automatically and without action on the part of such Investor or any party hereto if the Company, respectively, and such breach, if curable, has IPO is not been cured to consummated within 15 New York City business days after the reasonable satisfaction date of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )Closing. (bc) If this Agreement is terminated pursuant to this Section 12.01, the provisions Merger will be deemed for all purposes to have been abandoned and of Section 9.14(a) above, no force or effect. If this Agreement shall become void and have no further effect is terminated pursuant to this Section 12.01 after the Certificate of Merger has been filed with respect to the terminating Parties; provided, that no Party shall be relieved Secretary of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations State of the Parties (including State of Delaware, but before the right to damages IPO has been consummated, TMI will take all actions that Counsel for the breach, if any, giving rise to Company and the termination and any other pre-termination breach Stockholders advises TMI are required by any the applicable laws of the Parties)State of Delaware to rescind the Merger. (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by Jefferies by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by mutual written consent the Commission or by The NASDAQ Capital 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 all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consentssale of securities; (iv) in the judgment of Jefferies, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of Jefferies may interfere materially with the one hand, conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company to any Underwriter, except for amounts due by the Company to any Underwriter pursuant to Section 4 or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, Florida, 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on to enforce contracts the other hand if sale of securities; (iv) in the Closing fails to occur on or prior to September 30, 2022, (judgment of the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by the Underwriters on the Closing Date, this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company shall have failed, refused or been submitted to and accepted by the Governmental Authority prior to September 30unable, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on at or prior to the Long Stop Closing Date, such onshore RMB Investor shall to perform any material agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any condition of the obligation under this AgreementUnderwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or the tffp Global Market or trading in securities generally on the NASDAQ Global Market shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Global Market by such exchange or by order of the Commission or any other governmental authority having jurisdiction (which includes the Company’s Common Stock), or any Investor(iv) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, on in each case of (i) through (iv) herein, the other hand (and only effect of which, in the Underwriter’s good faith judgment, would make it impracticable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Companyoffering, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction sale and/or delivery of the other Party within ten (10) Business Days of Shares as contemplated by the Registration Statement and the Prospectus. Any such notice (for the avoidance termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(a)(vii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section 8, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter as provided in Section 10. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company shall have failed, refused or been submitted to and accepted by the Governmental Authority prior to September 30unable, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on at or prior to the Long Stop Closing Date, such onshore RMB Investor shall to perform any material agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any condition of the obligation under this AgreementUnderwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or the NASDAQ Capital Market or trading in securities generally on the NASDAQ Capital Market shall have been suspended, (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Capital Market by such exchange or by order of the Commission or any other governmental authority having jurisdiction (which includes the Company’s Common Stock), or any Investor(iv) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, on in each case of (i) through (iv) herein, the other hand (and only effect of which, in the Underwriter’s good faith judgment, would make it impracticable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Companyoffering, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction sale and/or delivery of the other Party within ten (10) Business Days of Securities as contemplated by the Registration Statement and the Prospectus. Any such notice (for the avoidance termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(a)(vii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section 8, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter as provided in Section 10. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq 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 all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either in the Company, on judgment of the one hand, or Underwriter there shall have occurred any Investor, on the other hand (and only with respect Material Adverse Change. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 4 and 7 hereof, (b) the Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company shall have failed, refused or been submitted to and accepted by the Governmental Authority prior to September 30unable, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on at or prior to the Long Stop Closing Date, such onshore RMB Investor shall to perform any agreement on its or their part to be regarded as failed to fulfil performed hereunder, (ii) any condition of the obligation under this AgreementUnderwriter’s obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or The NASDAQ Global Select Market Stock Market or trading in securities generally on the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on The NASDAQ Global Select Market, New York Stock Exchange or the one handNYSE Amex, by such Exchange or by order of the Commission or any other Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any change in financial markets, or any Investorcalamity or crisis that, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction judgment of the other Party within ten (10) Business Days Underwriter, is material and adverse and makes it impractical or inadvisable to proceed with the completion of such notice (the sale of and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(h) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section 8, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq, or trading in securities generally on either the 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 all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for Underwriter and the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company and the Selling Stockholder if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholder to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholder shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholder, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one handterms 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 Underwriter there shall have occurred any change, or such Investorany development or event involving a prospective change, on in the other hand if condition, financial or otherwise, or in the Closing fails to occur on business, properties, earnings, results of operations or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to prospects of the Company have been submitted to and accepted by its Subsidiaries considered as one enterprise, whether or not arising in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party ordinary course of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)business; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Guarantor’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange, (ii) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market 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 exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by federal or New York authorities; (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 judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of Securities; or (v) for the period from and after the date of this Agreement and prior to the Closing (i) by mutual written consent Date, in the judgment of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor this Section 9 shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement without liability on the part of such Investor (1) the Company or the Guarantor to any Underwriter, except that in the event of a termination pursuant to clause (i) or (v) above, the Company and the Guarantor shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (2) any Underwriter to the Company, respectivelyor (3) any party hereto to any other party, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to except that the provisions of Section 9.14(a) above, this Agreement Sections 7 and 8 hereof shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Stockholder if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the CompanyCompany and the Selling Stockholder to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company and the Selling Stockholder, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Arizona 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated and the Merger abandoned at any time prior to the Closing Effective Time: (i) by By mutual written consent of all Parties; the Boards of Directors of each of the Constituent Corporations; (ii) By MMIC, if TCMTIC experiences actual catastrophic storm losses (as categorized by the Property Claim Services division of American Insurance Services Group, Inc., a Delaware corporation) that exceed Four Hundred Thousand Dollars ($400,000)(“Storm Loss Cap”), net of reinsurance and any losses, in the aggregate, up to the Storm Loss Cap shall not constitute a Material Adverse Change pursuant to Section 14(e); (iii) By the Board of Directors of either Constituent Corporation if: (A) the CompanyMerger is not approved by the Commissioner and, on unless otherwise directed by the one handCommissioner, by the requisite number of members of TCMTIC before November 30, 2023, or such Investor, on later date as the Boards of Directors of the Constituent Corporations shall mutually agree; (B) the other hand if Constituent Corporation shall have engaged in any of the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party prohibited actions described under Section 6 of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor or shall not be granted have materially violated any of the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); representations or (iii) by either the Company, on the one handwarranties contained herein, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation shall have taken place any event or material breach of a covenant development after the date hereof which materially and adversely affects the business, operations, or agreement contained in this Agreement on the part properties of such Investor or the Company, respectively, other corporation; or (C) Such Constituent Corporation receives a Representation and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ).Warranty Notice; (b) If In the event of the termination of this Agreement under Sections 15(a)(ii) or (iii), written notice thereof shall be given by the terminating Constituent Corporation to the other Constituent Corporation specifying the provision hereof under which such termination is terminated made. In the event of the termination of this Agreement pursuant to the provisions of Section 9.14(a) above15(a)(i), this Agreement shall be terminated and become void and have no further effect with respect to effect, without any liability or obligation on the terminating Partiespart of either Constituent Corporation; provided, however, that no Party nothing herein shall be relieved relieve either party hereto of any liability of any nature for a material breach of this Agreement or for any misrepresentation hereunderfraud, nor shall such termination be deemed as the case may be, prior to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated by the Representatives by notice given to the 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 shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq National Market or trading in securities generally on either the Nasdaq 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited 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 Ordinary Shares in the manner and on the one hand, terms contemplated in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company reasonable judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Companyjudgment 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 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Ordinary Shares in the manner and on the one hand, or any Investor, on terms contemplated in the other hand (and only with respect Prospectus. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 9 shall be without liability on the part of such Investor (x) the Company to any Underwriter, except that the Company 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, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10z) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 7 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Underwriter, by notice given to the Company and the Selling Stockholder, shall have the right to terminate this Agreement may be terminated at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by The Nasdaq Global Select Market or (b) trading in securities generally on either The Nasdaq 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, Company and such breach, if curable, has not been cured the Selling Stockholder to the reasonable satisfaction Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for Underwriter to the avoidance of any doubtextent provided in Sections 6 and 9 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Stockholder, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 10 and Section 11 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Selling Stockholders to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE Amex, 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 all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) 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 prior by Baird by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Global Market, or trading in securities generally on either the Nasdaq Global Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Baird is material and adverse and makes it impracticable to market the Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either in the Company, on the one hand, or judgment of Baird there shall have occurred any Investor, on the other hand Material Adverse Change (and only regardless of whether any loss associated with respect such Material Adverse Change shall have been insured). Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to Baird, except that the Company shall be obligated to reimburse the expenses of Baird pursuant to Sections 4 and 6 hereof, (b) Baird to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited 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 one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 9 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 5 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 7 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by American Stock Exchange, or trading in securities generally on either the American Stock 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to the Closing (i) The Representative, by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment notice given to the Company and the Selling Stockholders, shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (a)(i) trading or quotation in any of the failure to consummate the Closing was caused Company’s securities shall have been suspended or limited by the breach Commission or by such Party the NYSE or (ii) trading in securities generally on the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the NYSE by the Commission or FINRA; (b) a general banking moratorium shall have been declared by any federal or New York authorities; (c) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative, is material representation, warranty and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or covenant in this Agreement (to enforce contracts for the avoidance sale of securities; or (d) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 13 shall be without liability on the part of (i) the Company and the Selling Stockholders to any doubtUnderwriter, in case where except that the application for Company and the consents, filings and/or registrations with respect Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters to the onshore RMB Investor’s outbound investment extent provided in Sections 7 and 10 hereof, (ii) any Underwriter to the Company fails to be completed on or prior to the Long Stop DateSelling Stockholders, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 11 and Section 12 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing ----------------------------- Date, this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, or trading in securities generally on the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any federal, Connecticut or New York 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 CompanyUnited States or international financial markets, or any substantial change in the United States' or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; (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 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 submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)insured; or (iiivi) any downgrading in the rating of any debt securities or preferred stock of the Company by either any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Company, on the one handAct), or any Investor, on public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other hand (and only than an announcement with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach positive implications of a covenant or agreement contained in possible upgrading, and no implication of a possible downgrading, of such rating). Any termination pursuant to this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 5 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubtparty hereto to any other party, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated at any time prior to the Closing solely: (i) by the mutual written consent of all Parties; TMI and the Company; (ii) by either the Majority Stockholders or the Company, on the one hand, or such Investorby TMI, on the other hand hand, if the transactions contemplated by this Agreement to take place at the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December shall not have been consummated by January 31, 2022 if 1998, unless the application for failure of such transactions to be consummated results from the consentswillful failure of the party (or in the case of the Stockholders and the Company, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted any of them) seeking to terminate this Agreement if the failure to consummate perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing was caused by or thereafter on the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop IPO Closing Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or ; (iii) by either the Majority Stockholders or the Company, on the one hand, or any Investorby TMI, on the other hand hand, if a material breach or default shall be made by the other party (or in the case of the Stockholders and only with respect to such Investorthe Company, any of them) in the observance or in the due and timely performance of any of the covenants, agreements or conditions contained herein; or (iv) by written notice TMI if it is entitled to do so as provided in Section 6.07; (b) This Agreement may be terminated after the Closing solely: (i) by TMI or the Company if the Underwriting Agreement is terminated pursuant to its terms after the Closing and prior to the other Party if there has been a material misrepresentation or material breach consummation of a covenant or agreement contained in this Agreement the IPO; or (ii) automatically and without action on the part of such Investor or any party hereto if the Company, respectively, and such breach, if curable, has IPO is not been cured to consummated within 15 New York City business days after the reasonable satisfaction date of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )Closing. (bc) If this Agreement is terminated pursuant to this Section 12.01, the provisions Merger will be deemed for all purposes to have been abandoned and of Section 9.14(a) above, no force or effect. If this Agreement shall become void is terminated pursuant to this Section 12.01 after the Articles of Merger has been filed with the Maryland State Department of Assessments and have no further effect with respect to Taxation, but before the terminating Parties; providedIPO has been consummated, TMI will take all actions that no Party shall be relieved of any liability of any nature Counsel for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights Company and obligations the Stockholders advises TMI are required by the applicable laws of the Parties (including State of Maryland to rescind the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties)Merger. (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, 22 Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Selling Stockholders to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by Representative by notice given to the Closing Company and, the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Securities Exchange, or trading in securities generally on either the 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 all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any federal or New York 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representative and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, or trading in securities generally on either the NYSE or the Nasdaq Stock Market LLC shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial, or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the Company, on sole judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten Representatives and the Underwriters pursuant to Section 5 (10“Payment of Expenses”) Business Days and Section 6 (“Reimbursement of such notice (for the avoidance of any doubtUnderwriters’ Expenses”) hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution“Indemnification”) and this Section 9.14 9 (Termination of This Agreement“Contribution”) shall at all times be effective and shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company if at any time (i) trading in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq 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 all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited 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 Underwriters is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) by either the Company, on the one hand, Company or any Investorof its subsidiaries shall have sustained a loss by strike, on fire, flood, earthquake, accident or other calamity of such character as in the other hand (judgment of the Underwriters may interfere materially with the conduct of the business and only with respect operations of the Company and any of its subsidiaries taken as a whole regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Depositary Shares by the Underwriter on the Closing Date or any Date of Delivery, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by mutual written consent the Commission or by NASDAQ, or trading in securities generally on any NASDAQ market or the New York Stock Exchange shall have been suspended or materially limited, or the minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company a general banking moratorium shall have been submitted to and accepted declared by the Governmental Authority prior to September 30any of federal, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty Michigan or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)New York authorities; or (iii) by either there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, including a widespread outbreak of epidemic illnesses (including COVID-19 to the Company, on extent that there is a material worsening of such outbreak that actually occurs after the one handdate hereof in the geographic markets in which the Company and/or the Principal Banking Subsidiary operate), or any Investorchange in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, in each case the effect of which, in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Depositary Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of the Depositary Shares; (iv) in the reasonable judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other hand calamity of such character as in the judgment of the 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 (and only with respect vi) the rating assigned by any NRSRO to any securities of the Company as of the date hereof shall have been lowered since the date hereof or if any such Investor) by written notice rating agency shall have publicly announced that it has placed any securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions)9, Section 8 (Indemnity), 10 and Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) 18 shall at all times be effective and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Securities by the Underwriter on the Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by mutual written consent the Commission or by NASDAQ, or trading in securities generally on any NASDAQ market or the New York Stock Exchange shall have been suspended or materially limited, or the minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company a general banking moratorium shall have been submitted to and accepted declared by the Governmental Authority prior to September 30any of federal, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty North Carolina or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)New York authorities; or (iii) by either the Company, on the one handthere shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any Investorchange 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 Underwriter is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of the securities; (iv) in the reasonable judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other hand calamity of such character as in the judgment of the 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 (and only with respect vi) the rating assigned by any NRSRO to any debt securities of the Company as of the date hereof shall have been lowered since the date hereof or if any such Investor) by written notice rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 5 or Section 8 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 10 and Section 11 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE American, or trading in securities generally on either the NASDAQ, the New York Stock Exchange or the NYSE American shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Maryland 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 CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Effect; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one handterms 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 Underwriter there shall have occurred any material change, or such Investorany development or event involving a prospective material change, on in the other hand if condition, financial or otherwise, or in the Closing fails to occur on business, properties, earnings, results of operations or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to prospects of the Company have been submitted to and accepted by its Subsidiaries considered as one enterprise, whether or not arising in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party ordinary course of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)business; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to You, as Representative of the Closing (i) by mutual written consent of all Parties; (ii) by either several Underwriters, shall have the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall Closing Date, to perform in all material respects any agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any other condition of the obligation under this AgreementUnderwriters’ obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on the NASDAQ Stock Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Stock Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any material outbreak or escalation of hostilities or material act of terrorism involving the United States, any declaration by the United States of a national emergency or material war, any change in financial markets, any material change or development involving a prospective material change in United States or international political, financial or economic conditions, or any Investorother calamity or crisis that, on in your reasonable judgment, is material and adverse and makes it impractical or inadvisable to proceed with the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(viii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If you elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by you by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior to The Underwriter shall have the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall Closing Date, to perform in all material respects any agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any other condition of the obligation under this AgreementUnderwriter’s obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on the NASDAQ Stock Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Stock Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any material outbreak or escalation of hostilities or material act of terrorism involving the United States, any declaration by the United States of a national emergency or material war, any change in financial markets, any material change or development involving a prospective material change in United States or international political, financial or economic conditions, or any Investorother calamity or crisis that, on in the other hand (Underwriter’s reasonable judgment, is material and only adverse and makes it impractical or inadvisable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(viii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) any party hereto to any other party, except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Selling Stockholders to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This For the period from and after the effectiveness of this Agreement may be terminated and prior to the First Closing Date, this Agreement shall be subject to termination by the Underwriter by notice given to the Company if at any time during such period (i) trading in securities generally on either of the Nasdaq Stock 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 mutual written consent of all Partiesthe Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, 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 CompanyUnited States or 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 Underwriter, is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on to enforce contracts for the other hand if the Closing fails to occur on or prior to September 30, 2022, sale of securities; (the “Long Stop Date”iv) (however, there shall have occurred any Material Adverse Change with respect to the onshore RMB InvestorCompany and its Subsidiaries, considered as one entity; (v) any holder of the Long Stop Date would be automatically extended Company's securities shall have filed an action in federal or state court, whether at law or in equity, seeking to December 31, 2022 if enjoin or seeking damages in connection with the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted transactions contemplated by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if or challenging any aspects of the failure to consummate Registration Statement or the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Prospectus; or (iiivi) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the Company, on conduct of the one hand, business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriter pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant the Underwriter, or (c) any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated at any time prior to the Closing solely: (i) by the mutual written consent of all Parties; ARS and the Company; (ii) by either the Stockholders or the Company, on the one hand, or such Investorby ARS, on the other hand hand, if the transactions contemplated by this Agreement to take place at the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to shall not have been consummated by December 31, 2022 if 1996, unless the application for failure of such transactions to be consummated results from the consentswillful failure of the party (or in the case of the Stockholders and the Company, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted any of them) seeking to terminate this Agreement if the failure to consummate perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing was caused by or thereafter on the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop IPO Closing Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or ; (iii) by either the Stockholders or the Company, on the one hand, or any Investorby ARS, on the other hand hand, if a material breach or default shall be made by the other party (or in the case of the Stockholders and only with respect to such Investorthe Company, any of them) in the observance or in the due and timely performance of any of the covenants, agreements or conditions contained herein; or (iv) by written notice ARS if it is entitled to do so as provided in Section 6.08; (b) This Agreement may be terminated after the Closing solely: (i) by ARS or the Company if the Underwriting Agreement is terminated pursuant to its terms after the Closing and prior to the other Party if there has been a material misrepresentation or material breach consummation of a covenant or agreement contained in this Agreement the IPO; or (ii) automatically and without action on the part of such Investor or any party hereto if the Company, respectively, and such breach, if curable, has IPO is not been cured to consummated within 15 New York City business days after the reasonable satisfaction date of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )Closing. (bc) If this Agreement is terminated pursuant to this Section 12.01, the provisions Merger will be deemed for all purposes to have been abandoned and of Section 9.14(a) above, no force or effect. If this Agreement shall become void and have no further effect is terminated pursuant to this Section 12.01 after the Certificate of Merger has been filed with respect to the terminating Parties; provided, that no Party shall be relieved Secretary of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations State of the Parties (including State of South Carolina, but before the right to damages IPO has been consummated, ARS will take all actions that Counsel for the breach, if any, giving rise to Company and the termination and any other pre-termination breach Stockholders advises ARS are required by any the applicable laws of the Parties)State of South Carolina in order to rescind the Merger. (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated prior by Xxxxxxxxx, Xxxxx and Cantor by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or Massachusetts 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 CompanyUnited States or 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 Xxxxxxxxx, Xxxxx and Xxxxxx is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consentssale of securities; (iv) in the judgment of Xxxxxxxxx, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company Xxxxx and Cantor there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Companyjudgment of Xxxxxxxxx, on Xxxxx and Xxxxxx may interfere materially with the one hand, conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, North Carolina 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 CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date or the purchase of the Optional Shares on any Option Closing Date, as the case may be, this Agreement may be terminated prior by Jefferies and Xxxxxx Xxxxxxx by notice given to the Closing Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent of all Partiesthe Commission or by any exchange or in any over-the-counter market, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or materially limited; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, or (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 calamity or crisis, either within or outside the CompanyUnited States, that, in the judgment of Jefferies and Xxxxxx Xxxxxxx, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Shares in the manner and on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted terms contemplated by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor the Time of Sale Prospectus or the Prospectus. Any termination pursuant to this Section 13 shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Global Market, or trading in securities generally on either the Nasdaq Global Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated and the Merger abandoned at any time prior to the Closing Effective Time: (i) by By mutual written consent of all Partiesthe Boards of Directors of each of the Constituent Corporations; or (ii) By the Board of Directors of either Constituent Corporation if: (A) the Merger is not approved by either the CompanyCommissioner and, on subject to Section 11(b), the one handparties cannot reasonably restructure the Merger to achieve or acquire all required regulatory approvals where the benefits sought to be delivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as a result of such Investorrestructuring; (B) the Merger is not approved by the Commissioner and, on unless otherwise directed by the Commissioner, by the requisite number of members of Heartland before May 15, 2024; (C) the other hand if Constituent Corporation shall have engaged in any of the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party prohibited actions described under Section 7 of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, or shall have materially violated any of the representations or warranties contained herein, or if there shall have taken place any event or development after the date hereof which materially and therefore adversely affects the business, operations, or properties of such onshore RMB Investor shall not be granted the right to terminate the Agreement under other Constituent Corporation; or (D) such occasion) (for further avoidance of any doubt, the termination shall only become effective to Constituent Corporation receives a Representation and binding on such relevant Investor); or Warranty Notice. (iii) By Xxxxxxxxx, in the event Arlington is informed by either its reinsurer that proceeding with the Company, on Merger will adversely impact Arlington’s ability to obtain a reinsurance contract satisfying the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach requirements of a covenant or agreement contained in this Agreement on the part chapter 612 of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction Wisconsin Statutes of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )calendar year 2025. (b) If In the event of the termination of this Agreement under Section 15(a)(ii), written notice thereof shall be given by the terminating Constituent Corporation to the other Constituent Corporation specifying the provision hereof under which such termination is terminated made. In the event of the termination of this Agreement pursuant to the provisions of Section 9.14(a) above15(a)(i), this Agreement shall be terminated and become void and have no further effect with respect to effect, without any liability or obligation on the terminating Partiespart of either Constituent Corporation; provided, however, that no Party nothing herein shall be relieved relieve either party hereto of any liability of any nature for a material breach of this Agreement or for any misrepresentation hereunderfraud, nor shall such termination be deemed as the case may be, prior to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ Capital 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 all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company sale of securities; (iv) there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 4 and 7 hereof, (b) the Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date or the purchase of the Optional Shares on any Option Closing Date, as the case may be, this Agreement may be terminated prior by Jefferies and Mxxxxx Sxxxxxx by notice given to the Closing Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent of all Partiesthe Commission or by any exchange or in any over-the-counter market, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or materially limited; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, or (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 calamity or crisis, either within or outside the CompanyUnited States, that, in the judgment of Jefferies and Mxxxxx Sxxxxxx, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Offered Shares in the manner and on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted terms contemplated by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor the Time of Sale Prospectus or the Prospectus. Any termination pursuant to this Section 13 shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent 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 all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Underwriters and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to The Underwriter shall have the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall closing date, to perform any agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any other condition of the obligation under this AgreementUnderwriter’s obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading on the CompanyNASDAQ Stock Market, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Stock Market, New York Stock Exchange or the NYSE Amex, by such Exchange or by order of the Commission or any other Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any Investoroutbreak or escalation of hostilities, on any change in financial markets or any calamity or crisis that, in the other hand (Underwriter’s judgment, is material and only adverse and makes it impractical or inadvisable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(vii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section 8, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either 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 CompanyUnited States or 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 Underwriter is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Selling Shareholders to the reasonable satisfaction Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriter pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Notwithstanding any other provision of this Agreement may be terminated prior to the Closing contrary, upon the expiration of the Initial Term or any Automatic Renewal Term and upon at least one hundred and eighty (i180) by mutual days’ prior written consent of all Parties; (ii) by either notice to the Manager or the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, as applicable (the “Long Stop DateTermination Notice”), either (A) the Company (howeverwithout cause), with respect to upon the onshore RMB Investoraffirmative vote of at least two-thirds of the Board of Directors (or instead two-thirds of the Independent Directors if after the Company Initial Public Offering) or by a vote of the holders of at least two-thirds of the Company’s outstanding Common Shares (other than those Common Shares held by the Manager or any Affiliate thereof), in each case based upon (1) unsatisfactory performance by the Long Stop Date would be automatically extended to December 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment Manager that is materially detrimental to the Company have been submitted or (2) the determination that the compensation payable to and accepted by the Governmental Authority prior Manager under this Agreement is not fair; or (B) the Manager (without cause) may, in connection with the expiration of the Initial Term or any Automatic Renewal Term, decline to September 30renew this Agreement (any such nonrenewal, 2022a “Nonrenewal Termination”); provided, provided that neither the Company nor such Investor shall be permitted not have the right to terminate this Agreement under clause (2) above if the failure Manager agrees to consummate continue to provide services under this Agreement at fees that at least two-thirds of the Closing was caused Board of Directors (or instead two-thirds of the Independent Directors if after the Company Initial Public Offering) determine to be fair pursuant to the procedures set forth below. If the Company (but not the Manager) issues the Termination Notice, the Company shall be obligated to pay the Manager the Termination Fee within ninety (90) days of the last day of the Initial Term or Automatic Renewal Term, as applicable (the “Effective Termination Date”); provided, however, that in the event a Termination Notice is given in connection with a determination that the compensation payable to the Manager is not fair, the Manager shall have the right to renegotiate such compensation by delivering to the Company, no fewer than forty five (45) days prior to the prospective Effective Termination Date, written notice (any such notice, a “Notice of Proposal to Negotiate”) of its intention to renegotiate its compensation under this Agreement. Thereupon, the Company (represented by the breach by such Party Board of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment Directors if prior to the Company fails Initial Public Offering and by the Independent Directors if after the Company Initial Public Offering) and the Manager shall endeavor to be completed on or prior negotiate in good faith the revised compensation payable to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation Manager under this Agreement, . Provided that the Manager and therefore such onshore RMB Investor shall not the Company agree to the terms of the revised compensation to be granted payable to the right Manager within forty five (45) days following the receipt of the Notice of Proposal to terminate the Agreement under such occasion) (for further avoidance of any doubtNegotiate, the termination Termination Notice shall only become effective to be deemed of no force and binding on such relevant Investor); or (iii) by either the Company, effect and this Agreement shall continue in full force and effect on the one handterms stated in this Agreement, or any Investorexcept that the compensation payable to the Manager hereunder shall be the revised compensation then agreed upon by the parties to this Agreement. The Company and the Manager agree to execute and deliver an amendment to this Agreement setting forth such revised compensation promptly upon reaching an agreement regarding the same. In the event that the Company and the Manager are unable to agree to the terms of the revised compensation to be payable to the Manager during such forty five (45)-day period, this Agreement shall terminate, such termination to be effective on the other hand date which is the later of (and only with respect to such InvestorA) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days days following the end of such notice forty five (for 45)-day period and (B) the avoidance Effective Termination Date originally set forth in the Termination Notice. In the event of any doubtNonrenewal Termination, after delivery of the Termination Notice, the termination Manager shall thereafter have the authority to invest only become effective such capital that represents the return of capital resulting from the liquidation or repayment of assets of the Company or any Subsidiary existing at the time of the Termination Notice, and subject to the Investment Policies and binding on such breaching Investor ). (b) If all other existing investment and other policies of the Company. The Manager shall cooperate with the Company in executing an orderly transition of the management of the Company’s assets to a new manager. The Company may terminate this Agreement is terminated for cause pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach 13 of this Agreement or for any misrepresentation hereunder, nor even after a Nonrenewal Termination and no Termination Fee shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationpayable. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated at any time prior to the Closing solely: (i) by the mutual written consent of all Parties; TMI and the Company; (ii) by either the Majority Stockholders or the Company, on the one hand, or such Investorby TMI, on the other hand hand, if the transactions contemplated by this Agreement to take place at the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to December shall not have been consummated by January 31, 2022 if 1998, unless the application for failure of such transactions to be consummated results from the consentswillful failure of the party (or in the case of the Stockholders and the Company, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted any of them) seeking to terminate this Agreement if the failure to consummate perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing was caused by or thereafter on the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop IPO Closing Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or ; (iii) by either the Majority Stockholders or the Company, on the one hand, or any Investorby TMI, on the other hand hand, if a material breach or default shall be made by the other party (or in the case of the Stockholders and only with respect to such Investorthe Company, any of them) in the observance or in the due and timely performance of any of the covenants, agreements or conditions contained herein; or (iv) by written notice TMI if it is entitled to do so as provided in Section 6.07; (b) This Agreement may be terminated after the Closing solely: (i) by TMI or the Company if the Underwriting Agreement is terminated pursuant to its terms after the Closing and prior to the other Party if there has been a material misrepresentation or material breach consummation of a covenant or agreement contained in this Agreement the IPO; or (ii) automatically and without action on the part of such Investor or any party hereto if the Company, respectively, and such breach, if curable, has IPO is not been cured to consummated within 15 New York City business days after the reasonable satisfaction date of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )Closing. (bc) If this Agreement is terminated pursuant to this Section 12.01, the provisions Merger will be deemed for all purposes to have been abandoned and of Section 9.14(a) above, no force or effect. If this Agreement shall become void and have no further effect is terminated pursuant to this Section 12.01 after the Certificate of Merger has been filed with respect to the terminating Parties; provided, that no Party shall be relieved Secretary of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations State of the Parties (including State of Texas, but before the right to damages IPO has been consummated, TMI will take all actions that Counsel for the breach, if any, giving rise to Company and the termination and any other pre-termination breach Stockholders advises TMI are required by any the applicable laws of the Parties)State of Texas to rescind the Merger. (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.