Common use of Termination Right Clause in Contracts

Termination Right. This Agreement shall terminate at the end of the Engagement Period. In addition, the Representative shall have the right to terminate this Agreement at any time prior to any Closing Date (i) if any domestic or international event, act or occurrence has materially disrupted, or in their reasonable opinion will in the immediate future materially disrupt, general securities markets in the United States, including, but not limited to any event, act or occurrence relating to the COVID-19 pandemic; (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; (iii) if the United States shall have become involved in a new war or an increase in major hostilities, which will, in the Representative’s reasonable opinion, make it inadvisable to proceed with the delivery of any Securities; (iv) if a banking moratorium has been declared by a New York State or federal authority; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of any Securities; (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the Execution Date of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of any Securities or to enforce contracts made by the Underwriters for the sale of any Securities. The Company shall not have the right to terminate this Agreement other than for “Cause”. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conduct.

Termination Right. This Agreement shall terminate at the end of the Engagement Period. In addition, the The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date (i) if any domestic or international event, act or occurrence has materially disrupted, or in their reasonable opinion will in the immediate future materially disrupt, general securities markets in the United States, including, but not limited to any event, act or occurrence relating to the COVID-19 pandemic; (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; (iii) if the United States shall have become involved in a new war or an increase in major hostilities, which will, in the Representative’s reasonable opinion, make it inadvisable to proceed with the delivery of any Securities; (iv) if a banking moratorium has been declared by a New York State or federal authority; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of any Securities; (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the Execution Date of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of any Securities or to enforce contracts made by the Underwriters for the sale of any Securities. The Company shall not have the right to terminate this Agreement other than for “Cause”. “Cause”” which, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conduct.

Termination Right. This Agreement shall terminate at the end of the Engagement Period. In addition, the The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date Date, (i) if any domestic or international event, event or act or occurrence has materially disrupted, or in their reasonable its opinion will in the immediate future materially disrupt, general securities markets in the United StatesStates as, includingin the judgment of the Representative, but not limited is material and adverse and makes it impracticable or inadvisable to proceed with the Offering, sale or delivery of the Public Shares on the Closing Date or any eventOption Closing Date, act as the case may be, in the manner and on the terms described in the General Disclosure Package or occurrence relating to enforce contracts for the COVID-19 pandemicsale of securities; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; , or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, which will, hostilities as in the Representative’s reasonable opinion, make judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or any Securities; Option Closing Date, as the case may be, in the manner and on the terms described in the General Disclosure Package or to enforce contracts for the sale of securities, or (iv) if a banking moratorium has been declared by a New York State or federal authority; , or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; , or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of any Securities; (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the Execution Date of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of any Securities or to enforce contracts made by the Underwriters for the sale of any Securities. The Company shall not have the right to terminate this Agreement other than for “Cause”. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conductPublic Shares.

Termination Right. This Agreement shall terminate at the end of the Engagement Period. In addition, the Representative The Representatives shall have the right to terminate this Agreement at any time prior to any Closing Date by notice given to the Company, (i) if any domestic or international event, event or act or occurrence has materially disrupted, or in their reasonable the Representatives’ opinion will in the immediate future materially disrupt, general securities markets in the United States, including, but not limited to any event, act or occurrence relating to the COVID-19 pandemic; (ii) if trading on any Trading the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; (iii) if the United States shall have become involved in a new war or an increase in major hostilities, which will, in the Representative’s reasonable opinion, make it inadvisable to proceed with the delivery of any Securities; (iv) if a banking moratorium has been declared by a New York State or federal authority; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s Representatives’ opinion, make it inadvisable to proceed with the delivery of any Securitiesthe Firm Shares or Option Shares; (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) any condition of the Underwriters’ obligations hereunder is not fulfilled; (ix) if the Representative Company shall have failed, refused or been unable, at or prior to such Closing Date, to perform any agreement on its part to be performed hereunder; or (x) if the Representatives shall have become aware after the Execution Date date hereof of such a material adverse change Material Adverse Change in the conditions or prospects of the Company, or such an adverse material change in general market conditions as in the Representative’s Representatives’ judgment would make it impracticable or inadvisable to proceed with the offering, sale and/or delivery of any the Public Securities or to enforce contracts made by the Underwriters for the sale of any the Public Securities. The Company shall not have the right to terminate this Agreement other than for “Cause”. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conduct.

Termination Right. This Agreement shall terminate at the end of the Engagement Period. In addition, the The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date Date, (i) if any domestic or international event, event or act or occurrence has materially disrupted, or in their reasonable opinion its opinion, arrived at acting reasonably, will in the immediate future materially disrupt, general securities markets in the United States, including, but not limited to any event, act States or occurrence relating to the COVID-19 pandemicCanada; or (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the any Commission or any other government authority having jurisdiction; , or (iii) if the United States or Canada shall have become involved in a new war or an increase in major hostilities, which will, in the Representative’s 's reasonable opinion, make it inadvisable to proceed with the offering or the sale and/or delivery of any Securities; the Securities or (iv) if a banking moratorium has been declared by a New York State State, Canadian or federal authority; , or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; , or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s 's opinion, make it inadvisable to proceed with the delivery of any the Securities; , or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; , or (viii) if the Representative shall have become aware after the Execution Date date hereof of such a previously undisclosed material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s 's reasonable judgment would make it impracticable to proceed with the offering, sale and/or delivery of any the Securities or to enforce contracts made by the Underwriters for the sale of any the Securities. The Company shall not have the right to terminate this Agreement other than for “Cause”. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conduct.

Termination Right. This Agreement shall terminate at the end of the Engagement Period. In addition, the The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date (i) if any domestic or international event, act or occurrence has materially disrupted, or in their reasonable opinion will in the immediate future materially disrupt, general securities markets in the United States, including, but not limited to any event, act or occurrence relating to the COVID-19 pandemic; (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; (iii) if the United States shall have become involved in a new war or an increase in major hostilities, which will, in the Representative’s reasonable opinion, make it inadvisable to proceed with the delivery of any Securitiesthe Shares; (iv) if a banking moratorium has been declared by a New York State or federal authority; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of any Securitiesthe Shares; (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the Execution Date of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of any Securities the Shares or to enforce contracts made by the Underwriters for the sale of any Securitiesthe Shares. The Company shall not have the right to terminate this Agreement other than for “Cause”. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, mean willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty ten (2010) days to cure such alleged conduct.

Termination Right. This Agreement shall terminate at the end of the Engagement Period. In addition, the The Representative shall have the right to terminate this Agreement at any time after the execution hereof and prior to any Closing Date by notice given to the Company in writing, (i) if any domestic or international event, event or act or occurrence has materially disrupted, or in their its reasonable opinion will in the immediate future materially disrupt, general securities markets in the United States, including, but not limited to any event, act ; or occurrence relating to the COVID-19 pandemic; (ii) if trading generally on any Trading Market shall have been suspended or materially limitedlimited by The Nasdaq Stock Market, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction; , or (iii) if the United States shall have become involved in a new war or an increase in major hostilities, which hostilities as will, in the Representative’s reasonable opinion, make it inadvisable inadviseable to proceed with the delivery of any Securities; the Securities in the manner contemplated hereby, or (iv) if a banking moratorium has been declared by a New York State or federal authority; , or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; , or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s reasonable opinion, make it inadvisable to proceed with the delivery of any Securities; the Securities in the manner contemplated hereby, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; , or (viii) if the Representative shall have become aware after the Execution Date date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of any the Securities or to enforce contracts made by the Underwriters for the sale of any the Securities. The Company shall not have the right to terminate this Agreement other than for “Cause”. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conduct.

Termination Right. This Agreement shall terminate at the end of the Engagement Period. In addition, the The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date Date, (i) if any domestic or international event, event or act or occurrence has materially disrupted, or in their reasonable opinion its opinion, arrived at acting reasonably, will in the immediate future materially disrupt, general securities markets in the United StatesStates or Canada, including, but not limited to any event, act or occurrence relating to the COVID-19 pandemic; (ii) if trading on any Trading Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the any Commission or any other government authority having jurisdiction; , or (iii) if the United States and/or Canada shall have become involved in a new war or an increase in major hostilities, which will, in the Representative’s reasonable opinion, make it inadvisable to proceed with the offering or the sale and/or delivery of any the Public Securities; , or (iv) if a banking moratorium has been declared by a New York State State, Canadian or other federal authority; , or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States or Canadian securities markets; , or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of any the Public Securities; , or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; , or (viii) if the Representative shall have become aware after the Execution Date date hereof of such a previously undisclosed material adverse change in the conditions or prospects of the Company, or such an adverse material change in general market conditions such as in the Representative’s reasonable judgment would make it impracticable to proceed with the offering, sale and/or delivery of any the Public Securities or to enforce contracts made by the Underwriters for the sale of any the Public Securities. The Company shall not have the right to terminate this Agreement other than for “Cause”. “Cause”, for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of this Agreement by the Representative. In the event that the Company believes that the Representative has engaged in conduct constituting Cause, the Company must first notify the Representative in writing of the facts and circumstances supporting such an assertion(s), and the Representative shall have twenty (20) days to cure such alleged conduct.