Common use of Termination Clause in Contracts

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeExchange (the “NYSE”), the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing DateDate by notice given to the Company, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the The Nasdaq Global Select Market, the The Nasdaq Global Market, or the The Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation limitation, as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB OTC Markets shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially and adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, explosion, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (ia) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or (iib) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 (iiic) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (ivd) if a banking moratorium has been declared by a New York State or Federal authority, or (ve) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vif) 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, or (viig) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viiih) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, American or the Nasdaq Capital Stock Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the over the counter markets 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 initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached in any material respect; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or ; (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 Representative sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB over the counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB over the counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 initiation or increase in existing major hostilities, ; or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, ; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, pandemic, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE AmericanMKT, the Nasdaq NASDAQ Global Select Market, the Nasdaq NASDAQ Global Market, or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, ; 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Firm Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities or any other calamity or crisis either within or outside the United States after the date hereof, or any increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Firm Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesFirm Units.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmex, the Nasdaq Global Select Market, the Nasdaq Global Market, NASDAQ or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, ; or (iii) if the United States States, Russia or any Eastern European country shall have become involved in a new war or an initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, conditions as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offeringOffering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially and adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, explosion, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanMKT LLC, the Nasdaq Global Select Market, the Nasdaq Global Market, NASDAQ or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Unitsshares of Common Stock, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units shares of Common Stock or to enforce contracts made by the Underwriters for the sale of the Public Securitiesshares of Common Stock.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic domes-tic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or ; (ii) if trading on the New York Stock Exchange, the NYSE AmericanNasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Global Market, Capital Market the New York Stock Exchange or the Nasdaq Capital Market NYSE American or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or a Federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or ; (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or (ii) if trading on the New York Stock Exchange, the NYSE American, the The Nasdaq Global Select Market, the The Nasdaq Global Market, or the The Nasdaq Capital Market or quoted on the OTCBB an OTC Markets Group marketplace shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinionopinions, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the 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, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, or (iii) if iii)if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, conditions as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. (a) This Agreement shall become effective upon the mutual execution of this Agreement by the Company and the Representative. The Representative shall have the right to terminate this Agreement by giving written notice to the Company at any time prior to the Closing Date, Date if: (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s reasonable opinion of the Representative will in the immediate future materially disrupt, general the market for the Company’s securities markets or securities in the United States, general; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the has been rejected by Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspendedmade subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required by FINRA on the Nasdaq or by order of the Commission Commission, FINRA or any other government governmental authority having jurisdiction, ; or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services has occurred; or (iv) (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or Australia or there is a New York State declaration of a national emergency or Federal authoritywar by the United States or Australia, or (vB) if a moratorium on foreign exchange trading there has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or any other calamity or malicious act whichcrisis or any change in political, whether financial or not economic conditions, if the effect of any such loss shall have been insured, willevent in (A) or (B), in the reasonable judgment of the Representative’s sole opinion, make is so material and adverse that such event makes it impracticable or inadvisable to proceed with the Offering, sale and delivery of the UnitsSecurities on the terms and in the manner contemplated by the Prospectus. (b) Any notice of termination pursuant to this Section 9 shall be in writing. (c) If this Agreement shall be terminated pursuant to any of the provisions hereof, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesSecurities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representative, reimburse the Underwriters for only the reasonable fees and expenses of their counsel actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company, subject to the cap on expenses set forth in Section 1(a)(iv) hereof. To the extent that the Underwriters’ out-of-pocket expenses are less than the sums already advanced by the Company to the Underwriter (“Advances”), the Underwriters will return to the Company that portion of the Advances not offset by actual expenses. (d) The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, if, prior to the Closing Date, the Ordinary Shares has not been approved for listing on the Nasdaq or any of the New York Stock Exchange (the “Exchange”), the Company has taken any action designed to, or likely to have the effect of, delisting the Ordinary Shares from the Exchange, or the Company has received any notification that the Exchange is contemplating terminating such listing.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmex, the Nasdaq Global Select Market, the Nasdaq Global Market, NASDAQ or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached in a material way, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions condition of the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanMKT LLC, the Nasdaq Global Select Market, the Nasdaq Global Market, NASDAQ or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the UnitsOrdinary Shares, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Ordinary Shares or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesOrdinary Shares.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Stock Market, the Nasdaq Global MarketAmerican Stock Exchange, the Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, ; or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, conditions as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanNasdaq, the Nasdaq Global Select Market, the Nasdaq Global Market, Market or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, American or the Nasdaq Capital Stock Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the over the counter markets 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 initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, markets; or (vi) 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 malicious act which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative Underwriter shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the RepresentativeUnderwriter’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE AmericanMKT, the Nasdaq NASDAQ Global Select Market, the Nasdaq NASDAQ Global Market, or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 RepresentativeUnderwriter’s sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative Underwriter shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the RepresentativeUnderwriter’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters Underwriter for the sale of the Public Securities.

Termination. The Representative and Company shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the RepresentativeRepresentative and/or the Company’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, American or the Nasdaq Capital Stock Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the over the counter markets 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 initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits; (ix) if the Representative fails to act in good faith.

Termination. The Representative Underwriter shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the RepresentativeUnderwriter’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmex, the Nasdaq Global Select Market, the Nasdaq Global Market, NASDAQ or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 RepresentativeUnderwriter’s sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative Underwriter shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the RepresentativeUnderwriter’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters Underwriter for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, 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 market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeExchange (the “NYSE”) , the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Firm Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities or any other calamity or crisis either within or outside the United States after the date hereof, or any increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Firm Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesFirm Units.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or ; (ii) if trading on the New York Stock ExchangeExchange (the “NYSE”), the NYSE American, Nasdaq, the Nasdaq Global Select Market, the Nasdaq Global Market, Market or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or ; (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, ; or (iii) if the United States States, Russia or any Eastern European country shall have become involved in a new war or an initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, States or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market on FINRA OTC Bulletin Board (or quoted on the OTCBB successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by on FINRA OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your reasonable opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAMEX, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital NASDAQ Stock Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the New York Stock Exchange, the AMEX, NASDAQ Stock Market or on the NASD OTC Bulletin Board (or successor trading market) 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the UnitsPublic Securities, or (vii) the suspension of trading of the Company’s securities by the AMEX, the Commission, or any other governmental authority, (viii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are materially breached, or (viiiix) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s Representatives’ opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s Representatives’ sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative obligations of the several Underwriters hereunder shall have be subject to termination in the right to terminate this Agreement absolute discretion of the Representative, at any time prior to the Closing DateTime or any Option Closing Time, (i) if any domestic or international event or act or occurrence has materially disrupted, or of the conditions specified in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United StatesSection 7 hereof shall not have been fulfilled when and as required by this Agreement to be fulfilled, or (ii) if trading there has been since the respective dates as of which information is given in the Registration Statement, the Preliminary Prospectus or the Prospectus, any Material Adverse Change, or material change in management of the Company or any Subsidiary, or any development involving a prospective Material Adverse Change, whether or not arising in the ordinary course of business, or (iii) if there has occurred any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or other conditions, the effect of which on the New York Stock ExchangeUnited States or international financial markets is such as to make it, in the NYSE Americanjudgment of the Representative, impracticable to market the Securities or enforce contracts for the sale of the Securities, or (iv) if trading in any securities of the Company has been suspended by the Commission or by The Nasdaq Global Select Market, the or if trading generally on The Nasdaq Global MarketSelect Market has been suspended (including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or the Nasdaq Capital Market or quoted limitations on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, by such exchange 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authorityGovernmental Authority, or (v) if a moratorium on foreign exchange trading any action has been declared which materially adversely impacts the United States securities markettaken by any federal, state, local or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage foreign government or other calamity agency in respect of its monetary or malicious act fiscal affairs which, whether or not such loss shall have been insured, will, in the Representative’s sole opinion, make it inadvisable to proceed with the delivery reasonable opinion of the UnitsRepresentative, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative shall could reasonably be expected to have become aware after the date hereof of such a material adverse change effect on the securities markets in the conditions United States. If the Representative elects to terminate this Agreement as provided in this Section 8, the Company and the Underwriters shall be notified promptly by telephone, promptly confirmed by facsimile. If the sale to the Underwriters of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereofSecurities, as in the Representative’s sole judgment would make it impracticable to proceed with the offeringcontemplated by this Agreement, sale and/or delivery of the Units or to enforce contracts made is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the sale Company shall be unable to comply in all material respects with any of the Public Securitiesterms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Section 6 and Section 11 hereof) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 11 hereof) or to one another hereunder.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, American Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE AmericanMKT, the Nasdaq NASDAQ Global Select Market, the Nasdaq NASDAQ Global Market, or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s Representatives’ opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeExchange (the “NYSE”), the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or (vi) 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 Representative’s Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative’s Representatives’ sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or ; (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, or ; (iv) if a banking moratorium has shall have 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 market, or ; (vi) 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 Representative’s Representative sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s ’ opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeAMEX, the NYSE American, the Nasdaq NASDAQ Global Select Market, the Nasdaq Global Market, or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, united states; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAMEX, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital NASDAQ Stock Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the New York Stock Exchange, the AMEX, NASDAQ Stock Market or on the NASD OTC Bulletin Board (or successor trading market) 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States united states securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Unitspublic securities, or (vii) the suspension of trading of the Company’s securities by the AMEX, the Commission, or any other governmental authority, or (viii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viiiix) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representativerepresentative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units public securities or to enforce contracts made by the Underwriters for the sale of the Public Securitiespublic securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, the effect of which makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing DateDate by notice given to the Company, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, explosion, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on any exchange, Nasdaq or the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative Underwriter shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole Underwriter's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your reasonable opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq NASDAQ Global Select Market, the Nasdaq Global Market, or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the American Stock Exchange, the NASDAQ Global Market, the NASDAQ Capital Market or on the OTC Bulletin Board (or successor trading market) 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 existing major hostilities, 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 market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNasdaq, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, MKT LLC or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities or any other calamity or crisis either within or outside the United States after the date hereof, or any increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, or ; (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican LLC, the Nasdaq Global Select Market, the Nasdaq Global Market, NASDAQ or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or ; (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or ; (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, or Ordinary Shares; (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Ordinary Shares or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesOrdinary Shares.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic domes-tic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Stock Market LLC or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the American Stock Exchange 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable or inadvisable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion Representatives’ sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE AmericanAmerican LLC, the Nasdaq Global Select Capital Market, the Nasdaq Global Market, Stock Market or the Nasdaq Capital Market OTC Bulletin Board (or quoted on the OTCBB successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) 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 Representative’s Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the UnitsCommon Stock, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are materially breached, or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s Representatives’ sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Common Stock or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesCommon Stock.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted quotation on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican stock exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, ; or (iii) if the United States States, Russia or any Eastern European country shall have become involved in a new war or an initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, united states; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital NASDAQ Stock Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the New York Stock Exchange, the American Stock Exchange, NASDAQ Stock Market or on the NASD OTC Bulletin Board (or successor trading market) or by order of the Commission commission or any other government authority having jurisdiction, or (iii) if the United States united states shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States united states securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Unitspublic securities, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representativerepresentative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units public securities or to enforce contracts made by the Underwriters for the sale of the Public Securitiespublic securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or ; (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or ; (vi) 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 Representative’s Representative sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing DateDate by notice given to the Company, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or ; (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, Nasdaq, the Nasdaq Global Select Market, Market or the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or ; (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion opinions will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, ; or (iii) if the United States or any Asian country (as defined in the Prospectus) shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinionopinions, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the 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, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. (a) This Agreement shall become effective upon the mutual execution of this Agreement by the Company and the Representative. The Representative shall have the right to terminate this Agreement by giving written notice to the Company at any time prior to the Closing Date, Date if: (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s reasonable opinion of the Representative will in the immediate future materially disrupt, general the market for the Company’s securities markets or securities in the United States, general; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the has been rejected by Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspendedmade subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixedrequired, or maximum ranges for prices for securities shall have been required by FINRA on the Nasdaq or by order of the Commission Commission, FINRA or any other government governmental authority having jurisdiction, ; or (iii) if the United States shall have become involved in a new war or an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State any state or Federal authority, federal authority or any material disruption in commercial banking or securities settlement or clearance services has occurred; or (viv) if (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States, Canada or Colombia or there is a moratorium on foreign exchange trading declaration of a national emergency or war by the United States, Canada or Colombia or (B) there has been declared which materially adversely impacts the United States securities market, or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or any other calamity or malicious act whichcrisis or any change in political, whether financial or not economic conditions, if the effect of any such loss shall have been insured, willevent in (A) or (B), in the reasonable judgment of the Representative’s sole opinion, make is so material and adverse that such event makes it impracticable or inadvisable to proceed with the Offering, sale and delivery of the UnitsSecurities on the terms and in the manner contemplated by the Prospectus. (b) Any notice of termination pursuant to this Section 9 shall be in writing. (c) If this Agreement shall be terminated pursuant to any of the provisions hereof, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesSecurities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representative, 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, subject to the cap on expenses set forth in Section 1(a)(iii) hereof. To the extent that the Underwriters’ out-of-pocket expenses are less than the sums already advanced by the Company to the Underwriter (“Advances”), the Underwriters will return to the Company that portion of the Advances not offset by actual expenses.

Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE AmericanMKT, the Nasdaq NASDAQ Global Select Market, the Nasdaq NASDAQ Global Market, or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 a significant increase in existing major hostilities, 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 market, 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 Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s Representatives’ sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeExchange (“NYSE”), the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, or (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crisis either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on any exchange, Nasdaq or the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole 's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion Representatives’ sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeExchange (“NYSE”), the NYSE AmericanAmerican LLC, Nasdaq, the Nasdaq Global Select Market, the Nasdaq Global Market, Stock Market or the Nasdaq Capital Market OTC Bulletin Board (or quoted on the OTCBB successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, or (vi) 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 Representative’s Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the UnitsCommon Stock, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are materially breached, or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s Representatives’ sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Common Stock or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesCommon Stock.

Termination. The Representative Maxim shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAMEX, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE AmericanAmex, the Nasdaq Global Select Market, the Nasdaq NASDAQ Global Market, or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 and adversely impacts the United States securities market, or (vi) 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 Representative’s sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities or any other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or crises either within or outside the United States after the date hereof, or an increase in any of the foregoing, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s Representatives’ opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s Representatives’ sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, if (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, or ; (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 Representative sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s ’ opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE AmericanAmex, the Nasdaq Global Select Market, the Nasdaq NASDAQ Global Market, or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, 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 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative Representatives shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock ExchangeNYSE, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been 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 existing major hostilities, 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 market, 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 sole opinion, make it inadvisable to proceed with the delivery of the UnitsPublic Shares, 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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Firm Shares or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesFirm Shares.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Stock Market, the Nasdaq Global OTC Market, Inc. or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the over the counter markets 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 initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinionopinions, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the 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, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Markets (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Markets 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 initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative Representatives shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s Representatives’ sole opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB NASDAQ National Market (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the New York Stock Exchange, NASDAQ Capital Market or the NASDAQ National Market 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authorityfederal authority or a material disruption in commercial banking or securities settlement or clearance services has occurred, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 Representatives’ sole opinion, make it impracticable or inadvisable to proceed with the delivery of the Public Units, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions financial condition, results of operations, business or prospects of the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities on or after the date hereof, as in the Representative’s sole Representatives’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Public Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market or quoted on the OTCBB NASD OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the NASD OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company's representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative Underwriter shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole Underwriter's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters Underwriter for the sale of the Public Securities.

Termination. The Representative You shall have the right to terminate this Agreement by written notice to the Company at any time prior to Closing Date or the Option Closing Date, if any, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your reasonable opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanNASDAQ, the Nasdaq NASDAQ Global Select Market, the Nasdaq Global Market, Market or the Nasdaq NASDAQ Capital Market or quoted on the OTCBB NYSE MKT shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities 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 a substantial increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal authorityfederal authority or foreign authority which has a substantial disruptive effect on or adversely impacts the United States securities markets, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities marketmarkets, 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 sole your reasonable opinion, make it inadvisable to proceed with the delivery of the UnitsFirm Shares or Option Shares, or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viii) if the Representative Managing Underwriter shall have become aware after the 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, including without limitation as a result of terrorist activities after the date hereof, conditions as in the Representative’s sole Managing Underwriter’ good faith judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Firm Shares or the Option Shares or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesFirm Shares or Option Shares.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s opinion will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Stock Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction, ; or (iii) if the United States States, Russia or any Eastern European country shall have become involved in a new war or an initiation or increase in existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinionopinions, make it inadvisable to proceed with the delivery of the Units, ; or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunder, hereunder are breached; or (viii) if the Representative shall have become aware after the 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, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the any Closing Date, : (i) if any domestic or international event or act or occurrence has materially disrupteddisrupted or, or in the Representative’s opinion sole opinion, will in the immediate future materially disrupt, general securities markets in the United States, ; or (ii) if trading on the New York Stock Exchange, the NYSE AmericanMKT, the Nasdaq Global Select Market, the Nasdaq Global Market, NASDAQ or the Nasdaq Capital Market or quoted on the OTCBB OTC Bulletin Board (or successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA on the OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of Material Adverse Effect on the Company, or such adverse material change in general market conditions, including including, without limitation limitation, as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public SecuritiesUnits.

Termination. The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date and any Option Closing Date, as the case may be, by notice given to the Company if (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United StatesStates or Israel, or (ii) if trading on the TASE, the New York Stock Exchange, the NYSE American, the Nasdaq NASDAQ or The NASDAQ Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market or quoted on the OTCBB shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities 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 State of Israel or the United States shall have become involved in a new war or the United States shall have become involved in an increase in existing major hostilities, or (iv) if a banking moratorium has been declared by the State of Israel or a New York State or Federal U.S. federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States or Israeli securities marketmarkets, 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 sole your opinion, make it inadvisable to proceed with the delivery of the UnitsFirm Shares or any Option Shares, or as the case may be, (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 date hereof of such a material adverse change in the conditions of the Company, or such adverse material substantial change in general market conditionsconditions which would, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole judgment would judgment, make it impracticable to proceed with the offering, sale and/or delivery of the Units Firm Shares or any Option Shares, as the case may be, or to enforce contracts made by the Underwriters for the sale of the Public Securitiesany such securities.

Termination. The Representative You shall have the right to terminate this Agreement at any time prior to the any Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative’s your opinion will in the immediate future materially disrupt, general securities markets in the United States, States or (ii) if trading on the New York Stock Exchange, the NYSE AmericanAmerican Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, Boston Stock Exchange or the Nasdaq Capital Market on FINRA OTC Bulletin Board (or quoted on the OTCBB successor trading market) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required by on FINRA OTC Bulletin Board 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 existing major hostilities, or (iv) if a banking moratorium has been declared by a New York State or Federal federal authority, or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market, 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 sole your opinion, make it inadvisable to proceed with the delivery of the Units, or (vii) if the Company is in material breach of any of its the Company’s representations, warranties or covenants hereunderhereunder are breached, or (viii) if the Representative Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse material change in general market conditions, including without limitation as a result of terrorist activities after the date hereof, as in the Representative’s sole Representatives’ judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Public Securities.