Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) trading or quotation in the Company’s shares of Common Stock shall have been suspended or limited by the Commission or by Nasdaq; (ii) a general banking moratorium shall have been declared by any U.S. federal authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 9 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Lead Managers by written notice given to the Company Transaction Parties if at any time (i) trading or quotation in the Companyany Transaction Party’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company Issuer to any of the UnderwritersUnderwriter, except that the Company Transaction Parties shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Section 4 and Section 6 hereof, (b) the Underwriters any Underwriter to the Companyany Transaction Party, or (c) of any party hereto to any other party party, except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company Issuer if at any time (i) trading or quotation in any of the CompanyIssuer’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company Issuer to any of the UnderwritersUnderwriter, except that the Company Issuer shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the CompanyIssuer, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Units, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock 's securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Oklahoma authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities Units in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) trading or quotation in the Company’s shares of Common Stock Ordinary Shares shall have been suspended or limited by the Commission or by Nasdaq; (ii) a general banking moratorium shall have been declared by any U.S. federal authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 9 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 175,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission Commission, a Canadian regulatory authority or by Nasdaq; (ii) trading in securities generally on either Nasdaq or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iii) a general banking moratorium shall have been declared by any U.S. federal, New York or Canadian federal authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. If the purchase of the Offered SecuritiesSecurities by the Underwriters is not consummated for any reason other than due to a termination pursuant to clauses (ii), (iii) or (iv) of this Section 12 or because of the termination of this Agreement pursuant to Section 11 hereof, the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters Underwriter to the Company. For the avoidance of doubt, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqany exchange or in any over-the-counter market, or trading in securities generally on either the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except as provided in Sections 4 and 6 hereof, and provided further that the provisions of Section 4 (with respect to the reimbursement of accountableSections 4, bona fide expenses actually incurred by the Underwriters) 6, 8, 9, 17 and Section 8 shall at all times be effective and 18 hereof shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time time: (i) (x) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited on any exchange or in any over-the-counter market or (y) trading in securities generally on the Nasdaq Stock Market, the NYSE or the over-the-counter market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or by NasdaqFINRA; (ii) a general banking moratorium shall have been declared by any of U.S. federal federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any international or national crisis or calamity, or any change or development involving a prospective change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, that in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities or (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 shall be without liability on the part of (ai) the Company or any Guarantor to any of the UnderwritersUnderwriter, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid to the extent required by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregateSections 4 and 6 hereof, (bii) the Underwriters any Underwriter to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 7 and Section 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to the Option Shares, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NASDAQ Stock Market, Inc. or trading in securities generally on either the NASDAQ Stock Market, Inc. or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or State of New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented actual out-of-pocket expenses (including the reasonable fees and accountable 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the Company, Company or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, Date this Agreement may be terminated by the Underwriters Representative by written notice given to the Company Issuers if at any time (i) trading or quotation in any of the Company’s shares of Common Stock Issuers’ securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Global Market; (ii) trading in securities generally on the New York Stock Exchange or the Nasdaq Global Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iv) in the judgment of the Representative there shall have occurred any U.S. federal authoritiesMaterial Adverse Change; or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Notes in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company Issuers or the Operating Partnership to any of the UnderwritersUnderwriter, except that the Company Issuers and the Operating Partnership shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110pursuant to Sections 5, less any amounts previously paid by the Company; provided7, however, that all such expenses shall not exceed $200,000 in the aggregate, 8 and 9 hereof or (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that Issuers and the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive such terminationOperating Partnership.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company Parent Guarantor and the Issuer if at any time (i) trading or quotation in any of the CompanyParent Guarantor’s shares of Common Stock or the Issuer’s securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company Issuer to any of the UnderwritersUnderwriter, except that the Company Parent Guarantor and the Issuer shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the CompanyParent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe American Stock Exchange, or trading in securities generally on the New York Stock Exchange, the Nasdaq National Market or the American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges or markets by the Commission or the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Shares in the manner and on the terms described disclosed in the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesreasonable judgment of the Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character that in the judgment of the Underwriter would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company or the Selling Stockholder to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregateUnderwriter, (b) the Underwriters Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateThe Representative, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ia)(i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Exchange or (ii) trading in securities generally on the Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the Exchange by the Commission or FINRA; (iib) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the UnderwritersRepresentative, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (d) the Offered SecuritiesCompany shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (ai) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters to the extent provided in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregateSections 5 and 8 hereof, (bii) the Underwriters any Underwriter to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Notes in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, Date this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company Transaction Entities if at any time (i) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Registration Statement, Prospectus or Disclosure Package, any Material Adverse Change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Transaction Entities and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) trading or quotation in any of the Company’s shares of Common Stock Transaction Entities’ securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any stock exchanges by the Commission, FINRA or any other governmental authority; (iiiii) a general banking moratorium shall have been declared by any U.S. federal authoritiesor New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or, with respect to Clearstream or Euroclear systems, in Europe, or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company any Transaction Entity to any of the UnderwritersUnderwriter, except except, upon termination pursuant to clause (i) only, that the Company Transaction Entities shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, pursuant to Sections 4 and 6 hereof or (b) the Underwriters to the Company, or (c) of any party hereto Underwriter to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive such terminationTransaction Entity.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Xxxxxxx Xxxxx by written notice given to the Company Sunoco if at any time time: (a) (i) trading or quotation in the Companyany of Sunoco’s shares of Common Stock securities shall have been suspended or limited by the Commission or by NasdaqThe New York Stock Exchange (“NYSE”), or (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iib) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware State authorities; or (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company Partnership Parties to any of the UnderwritersInitial Purchaser, except that the Company Partnership Parties shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the CompanyPartnership Parties, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Securities, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company Issuers if at any time time: (i) trading or quotation in any of the CompanyPartnership’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by Nasdaqthe NASDAQ Global Select Market, or trading in securities generally on either the NASDAQ Global Select Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or the Financial Industry Regulatory Authority; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes as to make it impracticable or inadvisable to market proceed with the Offered placement of the Securities with the Subsequent Purchasers in the manner and on the terms described contemplated in the Prospectus Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company either Issuer or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company Issuers and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the CompanyIssuers, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Initial Purchasers by written notice given to Acquisition and the Company if at any time (i) trading or quotation in securities generally on either the Company’s shares of Common Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or by Nasdaqthe NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, Delaware or any other state authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Initial Purchasers is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Initial Purchasers there shall have occurred any Material Adverse Change the effect of which, in the sole judgment of the Initial Purchasers, makes it impracticable to proceed with the offering of the Notes. Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) Acquisition or the Company to any of the UnderwritersInitial Purchaser, except that Acquisition and the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (b) the Underwriters any Initial Purchaser to Acquisition or the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable8, bona fide expenses actually incurred by the Underwriters) Section 9 and Section 8 18 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time time: (i) (x) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited on any exchange or in any over-the-counter market or (y) trading in securities generally on the Nasdaq Stock Market, the NYSE, the London Stock Exchange or the Luxembourg Exchange or the over-the-counter market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or by NasdaqFINRA; (ii) a general banking moratorium shall have been declared by any of U.S. federal authoritiesfederal, New York, Delaware or United Kingdom government or regulatory authorities or other authorities in the European Union; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any international or national crisis or calamity, or any change or development involving a prospective change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, that in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities or (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 shall be without liability on the part of (ai) the Company or any Guarantor to any of the UnderwritersUnderwriter, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid to the extent required by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregateSections 4 and 6 hereof, (bii) the Underwriters any Underwriter to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 7 and Section 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm Shares by the Commission to Underwriters on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal or New York State authorities; or (iii) there shall have occurred (A) any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in involving the United States or international financial marketsthe declaration by the United States of a national emergency or war, or (B) any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions thatif the effect of any such event described in subclause (A) or (B) of this clause, in the reasonable judgment of the UnderwritersRepresentatives, is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company or the Selling Shareholders to any of the UnderwritersUnderwriter, except that the Company and the Selling Shareholders, shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 7 hereof, (b) the Underwriters any Underwriter to the CompanyCompany or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination...

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NASDAQ Global Select Market, or trading in securities generally on either the NASDAQ Global Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Jefferies and Xxxxxx Xxxxxxx is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of Jefferies and Xxxxxx Xxxxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of Jefferies and Xxxxxx Xxxxxxx may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less pursuant to Section 4 or Section 7 hereof or (b) any amounts previously paid by Underwriter to the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time time: (i) trading in securities generally on either the Nasdaq Stock Market or quotation in the Company’s shares of Common Stock NYSE shall have been suspended or limited limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or by NasdaqFINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Pennsylvania authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior From and after the date hereof and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time time: (i) (a) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by Nasdaqthe NYSE, or (b) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities on the Closing Date in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for (iv) in the sale judgment of the Offered SecuritiesRepresentative there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock or the Parent’s securities shall have been suspended or limited by the Commission or by Nasdaqany exchange or in any over-the-counter market, or trading in securities generally on either the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, calamity involving the United States or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except as provided in Sections 4 and 6 hereof, and provided further that the provisions of Section 4 (with respect to the reimbursement of accountableSections 4, bona fide expenses actually incurred by the Underwriters) 6, 8, 9 and Section 8 shall at all times be effective and 17 hereof shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the First Closing Date and, with respect to the Option Shares and Option Warrants, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NASDAQ Stock Market, Inc. or trading in securities generally on either the NASDAQ Stock Market, Inc. or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or State of New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented actual out-of-pocket expenses (including the reasonable fees and accountable 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the Company, Company or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company Issuer if at any time (i) trading or quotation in any of the CompanyIssuer’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of Canadian, U.S. federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package, the Prospectus and the Canadian Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company Issuer to any of the UnderwritersUnderwriter, except that the Company Issuer shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the CompanyIssuer, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company Issuers if at any time time: (i) trading or quotation in the Companyany of Parent’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York State authorities; or (iii) a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) there shall have occurred any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or international hostilities war; or (v) the occurrence of any other calamity or crisis or calamity, or any change in financial, political or economic conditions in the United States or international financial marketselsewhere, if the effect of any such event specified in clause (iii), (iv) or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, (v) in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Offered SecuritiesPricing Disclosure Package. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company any Issuer or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company Issuers and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the CompanyIssuers, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm Shares by the Commission to Underwriters on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Representative by written notice given to the Company and the Selling Shareholder if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company or the Selling Shareholder to any of the UnderwritersUnderwriter, except that the Company and the Selling Shareholder shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 7 hereof, (b) the Underwriters any Underwriter to the CompanyCompany or the Selling Shareholder, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Option Units, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe American Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market, the American Stock Exchange or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the Financial Industry Regulatory Authority; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities Units in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 11 shall be without liability on the part of (ai) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (bii) the Underwriters any Underwriter to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by Joint Book-Running Managers, on behalf of the Underwriters Initial Purchasers, by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock 's securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any national or international crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ' or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Joint Book-Running Managers is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus Offering Circular or to enforce contracts for the sale of securities; or (iv) since the Offered Securitiesdate of the Offering Circular, there shall have occurred any Material Adverse Change which in the judgment of the Joint Book-Running Managers makes it impracticable to market the Securities in the manner and on the terms described in the Offering Circular. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company to any of the UnderwritersInitial Purchaser, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, Company or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, Date this Agreement may be terminated by the Underwriters Representative by written notice given to the Company Issuers if at any time (i) trading or quotation in any of the Company’s shares of Common Stock Issuers’ securities shall have been suspended or limited by the Commission or by Nasdaqany exchange on which such securities are listed; (ii) trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iv) in the judgment of the Representative there shall have occurred any U.S. federal authoritiesMaterial Adverse Change; or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international politicalinternational, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company Issuers or any Guarantor to any of the UnderwritersUnderwriter, except that the Company Issuers shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative and expenses associated with a due diligence reportthe Underwriters pursuant to Sections 5 (in the event this Agreement is terminated pursuant to clause (i) or (iv) above), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 51107, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, 8 and 9 hereof or (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive such terminationIssuers.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm Shares by the Commission to Underwriters on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by Nasdaqthe Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 7 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters HSBC by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by NasdaqNASDAQ, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, HSBC is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of HSBC there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 SECTION 10 shall be without liability on the part of (a) the Company or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to and expenses associated with a due diligence report), actually incurred by to the Underwriters extent specified in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregateSECTION 4 and SECTION 6 hereof, (b) the Underwriters any Initial Purchaser to the Company, Company or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) SECTION 8 and Section 8 SECTION 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Lead Managers by written notice given to the Company Transaction Parties if at any time (i) trading or quotation in the Companyany Transaction Party’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company Issuer to any of the UnderwritersUnderwriter, except that the Company Transaction Parties shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the Companyany Transaction Party, or (c) of any party hereto to any other party party, except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE Amex Equities; (ii) trading in securities generally on any of the Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex Equities shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or the Financial Industry Regulatory Authority, Inc.; (iii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Texas authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (v) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, Date this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Global Market, Inc., or trading in securities generally on the New York Stock Exchange or the Nasdaq Global Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal authoritiesor New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, pursuant to Sections 5 and 7 hereof or (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Initial Purchasers by written notice given to the Company if at any time after the date of this Agreement (i) trading or quotation in any of Texas Industries’ or the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware, Texas or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Initial Purchasers is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) the Company or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (b) the Underwriters any Initial Purchaser to the CompanyCompany or any Guarantor, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior The Representatives, in their discretion, may terminate this Agreement without liability to the Company, by notice to the Company, at any time at or prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time Date (i) trading if there has been, since the time of execution of this Agreement or quotation since the respective dates as of which information is given in the Company’s shares of Common Stock shall have been suspended Pricing Disclosure Package or limited by the Commission Final Offering Memorandum, any Material Adverse Effect, or by Nasdaq; (ii) a general banking moratorium shall have been declared by any U.S. federal authorities; or (iii) if there shall have has occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or any substantial escalation thereof involving the United States or other calamity or crisis or change or development involving a prospective substantial change in United States’ national or international political, financial or economic conditions thatconditions, in each case the effect of which is such as to make it, in the reasonable judgment of the UnderwritersRepresentatives, is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Securities in completion of the manner and on the terms described in the Prospectus offering or to enforce contracts for the sale of the Offered SecuritiesNotes, or (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE or in the Nasdaq Stock Market has been suspended or materially limited by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by any Federal or New York state authorities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company to any of the UnderwritersInitial Purchaser, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Shares, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock 's securities shall have been suspended or limited by the Commission or by Nasdaqthe AMEX, or trading in securities generally on the AMEX, the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission, the NASD or the AMEX; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesreasonable judgment of the Underwriter there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Underwriter pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) there shall have occurred a material disruption in securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriters is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (v) in the Offered Securitiesreasonable judgment of the Underwriters there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 shall be without liability on the part of (ai) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by if this Agreement is terminated pursuant to the Company; provided, however, that all such first part of clause (i) and clause (v) above and to pay the expenses shall not exceed $200,000 in of the aggregateUnderwriters pursuant to Section 4 hereof, (bii) the Underwriters any Underwriter to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable4, bona fide expenses actually incurred by the Underwriters) Section 6, Section 7 and Section 8 shall at all times be effective and shall survive such terminationtermination of this Agreement.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time time: (i) trading or quotation in any of the CompanyGuarantor’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by Nasdaqthe New York Stock Exchange, (ii) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any U.S. federal or New York authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of Securities; or (v) for the Offered Securitiesperiod from and after the date of this Agreement and prior to the Closing Date, in the judgment of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 shall be without liability on the part of (a1) the Company or the Guarantor to any of the UnderwritersUnderwriter, except that in the event of a termination pursuant to clause (i) or (v) above, the Company and the Guarantor shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b2) the Underwriters any Underwriter to the Company, or (c3) of any party hereto to any other party party, except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 7 and Section 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities on the First Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NASDAQ, the AMF and/or Euronext or trading in securities generally on the NASDAQ, the New York Stock Exchange or Euronext shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any U.S. federal of United States federal, New York or French authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States States, French or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ’, France’s or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus, the Prospectus or the French Listing Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less pursuant to Section 4 or Section 7 hereof or (b) any amounts previously paid by Underwriter to the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregateeach case, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Option Units, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NASDAQ Capital Market, or trading in securities generally on either the NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Kansas or Colorado authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable to market the Offered Securities Units in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Underwriter there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented actual out-of-pocket expenses (including the reasonable fees and accountable expenses of their counsel, the Underwriter pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (b) the Underwriters Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any securities of the Company’s shares of Common Stock Company shall have been suspended or limited by the Commission Commission, the Tokyo Stock Exchange or the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market, the New York Stock Exchange, the London Stock Exchange or the Tokyo Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by Nasdaqthe Commission, the FINRA, the Financial Services Agency of Japan, the U.K. Listing Authority or any other governmental authority other than daily limits or ranges imposed in the ordinary course by the Tokyo Stock Exchange; (ii) a general banking moratorium shall have been declared by any U.S. federal authoritiesrelevant authority in Japan, the United Kingdom, the United States generally or New York State; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving Japan, the United Kingdom or the United States, or any change in Japan, the United States States, the United Kingdom or in international financial markets, or any substantial change or development involving a prospective substantial change in United States’ national or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Notes in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in Japan or the United States or with respect to the Clearstream or Euroclear systems in Europe; or (vi) there occurs any change or development involving a prospective change in Japanese taxation that would reasonably be expected to have an adverse effect on the Company, the Notes or the transfer thereof. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except as provided in Sections 4 and 6 hereof, and provided further that the provisions of Section 4 (with respect to the reimbursement of accountableSections 4, bona fide expenses actually incurred by the Underwriters) 6, 8, 9, 17, 18 and Section 8 shall at all times be effective and 19 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the Closing DateThe Representative, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ia)(i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or the AMEX or (ii) trading in securities generally on the AMEX shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the AMEX by Nasdaqthe Commission or FINRA; (iib) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the UnderwritersRepresentative, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (d) the Offered SecuritiesCompany shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 11 shall be without liability on the part of (ai) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters to the extent provided in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregateSections 5 and 8 hereof, (bii) the Underwriters any Underwriter to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Initial Purchasers by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqtrading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Initial Purchasers is material and adverse and makes it impracticable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Circular or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Initial Purchasers there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by Nasdaqthe New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions; in any case, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company or the Guarantors to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the CompanyCompany or the Guarantors, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company and the Selling Stockholders if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock 's securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international interna-tional political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company and the Selling Stockholders to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (bii) the Underwriters any Underwriter to the CompanyCompany and the Selling Stockholders, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 7 and Section 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company Issuers if at any time time: (i) trading or quotation in any of the CompanyIssuers’ or any Guarantor’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any such quotation system or stock exchange by the Commission or the Financial Industry Regulatory Authority, Inc.; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States U.S. or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ U.S. or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus Offering Circular or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representatives, there shall have occurred any change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Parent and its subsidiaries taken as a whole which, is material and adverse and makes it impractical or inadvisable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Offering Circular. Any termination pursuant to this Section 9 11 shall be without liability on the part of (ai) the Company Issuers or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company Issuers and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the CompanyIssuers, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm Shares by the Commission to Underwriters on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Section 4 and Section 7 hereof, (b) the Underwriters any Underwriter to the Company, Company or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this ----------------------------- Agreement may be terminated by the Underwriters Initial Purchasers by written notice given to the Company Issuers if at any time (i) trading in securities generally on either the Nasdaq Stock Market or quotation in the Company’s shares of Common New York Stock Exchange shall have been suspended or limited or minimum or maximum prices shall have been generally established on any such stock exchanges by the Commission or by Nasdaqthe NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Initial Purchasers is material and adverse and makes it impracticable to market the Offered Securities Units in the manner and on the terms described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesreasonable judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or the Issuer or their respective subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Issuers or their respective subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (aA) the Company Issuers to any of the UnderwritersInitial Purchaser, except that the Company Issuers shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counselthe Initial Purchasers pursuant to Section 4 and, 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatecase of clause (iv) above, Section 6 hereof, (bB) the Underwriters any Initial Purchaser to the CompanyIssuers, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Lead Managers by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by Nasdaqthe Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York or European authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States or members of the European Union, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Lead Managers is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Securities offering, sale, or delivery of the Notes in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Lead Managers there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Euroclear or Clearstream systems in Europe. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party party, except as provided in Sections 4 and 6 hereof, and provided that the provisions of Section 4 (with respect to the reimbursement of accountableSections 4, bona fide expenses actually incurred by the Underwriters) 6, 8, 9, 13, 17, 18, 21 and Section 8 shall at all times be effective and 22 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company Parent Guarantor and the Issuer if at any time (i) trading or quotation in any of the CompanyParent Guarantor’s shares of Common Stock or the Issuer’s securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Underwriter, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) the Company Issuer to any of the UnderwritersUnderwriter, except that the Company Parent Guarantor and the Issuer shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Underwriter pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (b) the Underwriters Underwriter to the CompanyParent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Xxxxxxxxx, Xxxxx and Cantor by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, or Massachusetts authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the UnderwritersXxxxxxxxx, Xxxxx and Xxxxxx is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of Xxxxxxxxx, Xxxxx and Cantor there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of Xxxxxxxxx, Xxxxx and Xxxxxx may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less pursuant to Section 4 or Section 7 hereof or (b) any amounts previously paid by Underwriter to the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateDate and, whether before or after notification by the Commission with respect to the Company of the effectiveness of the Registration Statement under the Securities ActOptional Notes, any Subsequent Closing Date, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE; (ii) trading in securities generally on the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission, FINRA or the NYSE; (iii) a general banking moratorium shall have been declared by any U.S. federal authoritiesor New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Notes in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less pursuant to Sections 4 and 6 hereof for any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, termination pursuant to clause (i) above or (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company Parent Guarantor if at any time time: (i) trading or quotation in any of the CompanyParent Guarantor’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange (the “NYSE”); (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any U.S. federal federal, New York or Delaware authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (v) in the Offered Securitiesjudgment of the Representatives there shall have occurred any event or development that would result in a Material Adverse Change; or (vi) the Partnership Parties shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Partnership Parties regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company Partnership Parties to any of the UnderwritersInitial Purchaser, except that the Company Partnership Parties shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the CompanyPartnership Parties, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Initial Closing Date and, with respect to any Subsequent Loan Shares, any Subsequent Closing Date, whether before or after notification by the Commission and with respect to the Company any Sold Loan Shares, any Loan Shares Date of the effectiveness of the Registration Statement under the Securities ActSale, this Agreement may be terminated by the Underwriters and the Borrowers by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission or the FINRA or on either such stock exchange; (ii) a general banking moratorium shall have been declared by any U.S. federal authoritiesor New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatin each case, as in the reasonable judgment of the Underwriters, Representatives and the Borrowers is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section Sections 5 or 9 shall be without liability on the part of (ai) the Company Company, to any of the UnderwritersUnderwriter or Borrower, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counselthe Representatives, 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregateand Borrowers pursuant to Sections 4 and 6 hereof, (bii) the Underwriters any Underwriter or Borrower to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 7 and Section 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, Date this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock or Guarantors’ securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, (ii) trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission or FINRA or on such stock exchange; (iiiii) a general banking moratorium shall have been declared by federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iv) in the judgment of the Representative there shall have occurred any U.S. federal authorities; Material Adverse Change or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale and delivery of the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company and the Guarantor to any of the UnderwritersUnderwriter, except that the Company and Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the CompanyCompany or the Guarantors, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Jefferies, RBC and Xxxxxxx Xxxxx by written notice given to the Company and the Selling Stockholder if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by Nasdaqthe NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the UnderwritersJefferies, RBC and Xxxxxxx Xxxxx is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of Jefferies, RBC and Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less pursuant to Section 4 or Section 7 hereof or (b) any amounts previously paid by Underwriter to the CompanyCompany or the Selling Stockholder; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by Xxxxx Fargo Securities, LLC, on behalf of the Underwriters Initial Purchasers, by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Wisconsin authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States States’ or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Initial Purchasers by written notice given to the Company if at any time time: (i) trading in securities generally on either the Nasdaq Stock Market or quotation in the Company’s shares of Common New York Stock Exchange shall have been suspended or limited by the Commission or by Nasdaqthe NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Initial Purchasers is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Initial Purchasers there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 10 shall be without liability on the part of (aA) the Company to any of the UnderwritersInitial Purchaser, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 6 hereof (except in the aggregatecase of any termination pursuant to clause (ii) or (iii) of the foregoing sentence, (bB) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters' obligations hereunder is not fulfilled, (iii) trading or quotation in the Company’s shares of 's Common Stock shall have been suspended or limited by the Commission or the American Stock Exchange or trading in securities generally on the Nasdaq Stock Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by Nasdaq; such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any U.S. federal or state authorities; , or (iiivi) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any crisis declaration by the United States of a national emergency or calamitywar, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions conditions, or any other calamity or crisis that, in the reasonable judgment of the Underwriters' judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of and payment for the Offered Securities. Any such termination pursuant to this Section 9 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters4(a)(vii) and Section 8 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq or in any over-the-counter market, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, Date this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock or Guarantor’s securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, (ii) trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission or FINRA or on such stock exchange; (iiiii) a general banking moratorium shall have been declared by federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iv) in the judgment of the Representative there shall have occurred any U.S. federal authorities; Material Adverse Change or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale and delivery of the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company and the Guarantor to any of the UnderwritersUnderwriter, except that the Company and Guarantor shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative and expenses associated with a due diligence report), actually incurred by the Underwriters as provided in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregateSections 4 and 6 hereof, (b) the Underwriters any Underwriter to the CompanyCompany or the Guarantor, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company or the Guarantor if at any time (i) trading or quotation in any of the CompanyGuarantor’s shares of Common Stock securities shall have been suspended or limited by the Commission Commission, the SIX Swiss Exchange, the NASDAQ OMX Stockholm Exchange or by Nasdaqthe New York Stock Exchange , or trading in securities generally on the Nasdaq Stock Market, the NASDAQ OMX Stockholm Exchange, the New York Stock Exchange or the SIX Swiss Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any U.S. federal of United States, New York or Switzerland authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States or Switzerland, or any change in the United States States, Swiss or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ’, Switzerland’s or international political, financial or economic conditions thatconditions, as in the reasonable sole judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Registration Statement, the Disclosure Package and the Prospectus or to enforce contracts for the sale of the Offered Securities; (iv) in the sole judgment of the Representatives, there shall not have occurred any event or development that, individually or in the aggregate, has had, or would be reasonably likely to have, a Material Adverse Effect (including, without limitation, a change in control of the Company or the Guarantor), except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the jurisdictions where the Securities are offered. Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except as provided in Sections 4 and 6, and provided further that the provisions of Section 4 (with respect to the reimbursement of accountableSections 4, bona fide expenses actually incurred by the Underwriters) 6, 8 and Section 8 shall at all times be effective and 16 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the First Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company’s shares of Common Stock 's securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable to market the Offered Securities Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change or any event shall have occurred or development shall have arisen which, in the judgment of the Representatives, is likely to result in a Material Adverse Change. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any of the UnderwritersUnderwriter, except that the Company and the Selling Shareholders shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the CompanyCompany or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by Banc of America Securities LLC, on behalf of the Underwriters Initial Purchasers, by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock 's securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any national or international crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ' or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Initial Purchasers is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; or (iv) since the Offered Securitiesdate of the Offering Memorandum, there shall have occurred any Material Adverse Change which in the judgment of the Initial Purchasers makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company to any of the UnderwritersInitial Purchaser, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, Date this Agreement may be terminated by the Underwriters Initial Purchaser by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq National Market or NYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal authoritiesfederal, New York or Delaware authority; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Initial Purchaser is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities or (iv) in the Offered Securitiesreasonable judgment of the Initial Purchaser there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) the Company to any of the UnderwritersInitial Purchaser, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchaser pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (b) the Underwriters Initial Purchaser to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company Parent Guarantor or the Issuer if at any time (i) trading or quotation in any of the CompanyParent Guarantor’s shares of Common Stock or the Issuer’s securities shall have been suspended or limited by the Commission or the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by Nasdaqthe Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York or European authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States or members of the European Union, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale, or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Underwriter there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Euroclear or Clearstream systems in Europe. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party party, except as provided in Sections 4 and 6 hereof, and provided that the provisions of Section 4 (with respect to the reimbursement of accountableSections 4, bona fide expenses actually incurred by the Underwriters) 6, 8, 9, 13, 17, 18, 19, 20, 22 and Section 8 shall at all times be effective and 23 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, Date this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission, by the Nasdaq Stock Market or by the NYSE Arca, or trading in securities generally on either the Nasdaq Stock Market, NYSE Arca or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or by Nasdaqthe NASD; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) the Offered SecuritiesCompany shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) the Company or the Selling Stockholders to any of the UnderwritersUnderwriter, except that the Company and the Selling Stockholders shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counselthe Underwriter pursuant to Sections 4 and 6 hereof, 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, or (b) the Underwriters Underwriter to the Company, Company or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive such terminationSelling Stockholders.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter's obligations hereunder is not fulfilled, (iii) trading or quotation in the Company’s shares of 's Common Stock shall have been suspended or limited by the Commission or the American Stock Exchange or trading in securities generally on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange, by Nasdaq; such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any U.S. federal or state authorities; , or (iiivi) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any crisis declaration by the United States of a national emergency or calamitywar, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions conditions, or any other calamity or crisis that, in the reasonable judgment of the UnderwritersUnderwriter's judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of and payment for the Offered Securities. Any such termination pursuant to this Section 9 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters4(a)(vii) and Section 8 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Lead Managers by written notice given to the Company Issuer if at any time (i) trading or quotation in any of the CompanyIssuer’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Offered Debt Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Lead Managers, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company Issuer to any of the UnderwritersUnderwriter, except that the Company Issuer shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Section 4 and Section 6 hereof, (b) the Underwriters any Underwriter to the CompanyIssuer, or (c) of any party hereto to any other party party, except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company Transaction Parties if at any time (i) trading or quotation in the Companyany Transaction Party’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Underwriter, there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States or with respect to the Clearstream or Euroclear systems in Europe. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company Issuer to any of the UnderwritersUnderwriter, except that the Company Transaction Parties shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Underwriter pursuant to Section 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregateSection 6 hereof, (b) the Underwriters Underwriter to the Companyany Transaction Party, or (c) of any party hereto to any other party party, except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateDate and, whether before or after notification by the Commission with respect to the Company of the effectiveness of the Registration Statement under the Securities ActOptional Notes, any Subsequent Closing Date, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE; (ii) there shall have occurred a material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business, properties, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries considered as one entity; (iii) trading in securities generally on the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission, FINRA or the NYSE; (iv) a general banking moratorium shall have been declared by any U.S. federal authoritiesor New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Notes in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less pursuant to Sections 4 and 6 hereof for any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, termination pursuant to clause (ii) above or (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm ADSs by the Commission to Underwriter on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable to market the Offered Securities ADSs in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Underwriter pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate7 hereof, (b) the Underwriters Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Initial Purchasers by written notice given to the Company if at any time (i) trading in securities generally on either the Nasdaq Stock Market or quotation in the Company’s shares of Common New York Stock Exchange shall have been suspended or limited limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or by Nasdaqthe NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware or any other state authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Initial Purchasers is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any Guarantor shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company or such Guarantor regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 10 shall be without liability on the part of (a) the Company or any Guarantor to any of the UnderwritersInitial Purchasers, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (b) the Underwriters Initial Purchasers to the CompanyCompany or any Guarantor, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Units, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe American Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market, the American Stock Exchange or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the Financial Industry Regulatory Authority; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Florida authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities Units in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 11 shall be without liability on the part of (ai) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (bii) the Underwriters any Underwriter to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateDate and, whether before or after notification by the Commission with respect to the Company of the effectiveness of the Registration Statement under the Securities ActOptional Notes, any Subsequent Closing Date, this Agreement may be terminated by the Underwriters BAS by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission or FINRA or on either such stock exchange; (ii) a general banking moratorium shall have been declared by any U.S. federal authoritiesor New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, BAS is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Notes in the manner and on the terms described in the Prospectus Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersInitial Purchaser, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, Initial Purchasers pursuant to Sections 4 and 7 hereof or (b) the Underwriters any Initial Purchaser to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company Sunoco if at any time time: (a) (i) trading or quotation in the Companyany of Sunoco’s shares of Common Stock securities shall have been suspended or limited by the Commission or by NasdaqThe New York Stock Exchange (“NYSE”), or (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iib) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware State authorities; or (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company Partnership Parties to any of the UnderwritersInitial Purchaser, except that the Company Partnership Parties shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the CompanyPartnership Parties, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm Shares by the Commission to Underwriters on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the UnderwritersRepresentatives, is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 7 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm Shares by the Commission to Underwriter on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by Nasdaqthe Nasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Underwriter there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Underwriter pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate7 hereof, (b) the Underwriters Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm Shares by the Commission to Underwriters on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Global Select Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 7 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm Shares by the Commission to Underwriter on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware or California authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Underwriter there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Underwriter pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate7 hereof, (b) the Underwriters Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time time: (i) trading or quotation in the Company’s shares of Common Stock shall have been suspended or limited by the Commission or by Nasdaq; (ii) a general banking moratorium shall have been declared by any U.S. federal or New York authorities; or (ii) trading of the common stock issued by the Company shall have been suspended on the New York Stock Exchange; (iii) trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, in each case as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (v) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Underwriter as described in Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Underwriter to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior Subsequent to the Closing Date, whether before or after notification by the Commission to the Company execution and delivery of the effectiveness of the Registration Statement under the Securities Actthis Agreement, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company Issuers if at any time (i) there shall have occurred any of the following: trading in securities generally on the New York Stock Exchange or the NASDAQ Global Select Market has been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; trading or quotation in any of the CompanyParent’s shares of Common or Issuers’ securities (if any) on the New York Stock Exchange shall have been suspended or limited by the Commission or by Nasdaq; (ii) limited, a general banking moratorium shall have has been declared by Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; any U.S. federal authorities; or (iii) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international hostilities or any calamity, crisis or emergency if, in the judgment of the Representative (other than any defaulting Initial Purchaser under Section ‎19 hereof), the effect of any such attack, outbreak, escalation, act, declaration, calamity, crisis or emergency makes it impractical or inadvisable to proceed with completion of the Offering; or the occurrence of any other calamity, crisis (including, without limitation, as a result of terrorist activities), or material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatshall be such) as to make it, in the reasonable judgment of the UnderwritersRepresentative (other than any defaulting Initial Purchaser under Section ‎19 hereof), is material impracticable or inadvisable to proceed with the Offering or the delivery of the Notes being delivered on the Closing Date on the terms and adverse and makes it impracticable to market the Offered Securities in the manner contemplated by the Pricing Disclosure Package and on the terms described in the Prospectus or to enforce contracts for the sale of the Offered SecuritiesFinal Offering Memorandum. Any termination pursuant to this Section 9 ‎11 shall be without liability on the part of (a) the Company any party to any of the Underwritersother party, except that the Company shall beSection ‎5, subject to demand by the UnderwritersSection ‎7, obligated to reimburse the Underwriters for only those reasonableSection ‎9, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counselSection 10, 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) ‎17 and Section 8 ‎21 shall at all times be effective and shall survive such termination.. #94399344v20

Termination of this Agreement. Prior Subsequent to the Closing Date, whether before or after notification by the Commission to the Company execution and delivery of the effectiveness of the Registration Statement under the Securities Actthis Agreement, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company Issuers if at any time (i) there shall have occurred any of the following: trading in securities generally on the New York Stock Exchange or the NASDAQ Global Select Market has been suspended or minimum prices shall have been established on any such exchange or such market by the Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; trading or quotation in any of the CompanyParent’s shares of Common or Issuers’ securities (if any) on the New York Stock Exchange shall have been suspended or limited by the Commission or by Nasdaq; (ii) limited, a general banking moratorium shall have has been declared by Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; any U.S. federal authorities; or (iii) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international hostilities or any calamity, crisis or emergency if, in the judgment of the Representative (other than any defaulting Initial Purchaser under Section ‎19 hereof), the effect of any such attack, outbreak, escalation, act, declaration, calamity, crisis or emergency makes it impractical or inadvisable to proceed with completion of the Offering; or the occurrence of any other calamity, crisis (including, without limitation, as a result of terrorist activities), or material adverse change in general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatshall be such) as to make it, in the reasonable judgment of the UnderwritersRepresentative (other than any defaulting Initial Purchaser under Section ‎19 hereof), is material impracticable or inadvisable to proceed with the Offering or the delivery of the Notes being delivered on the Closing Date on the terms and adverse and makes it impracticable to market the Offered Securities in the manner contemplated by the Pricing Disclosure Package and on the terms described in the Prospectus or to enforce contracts for the sale of the Offered SecuritiesFinal Offering Memorandum. Any termination pursuant to this Section 9 ‎11 shall be without liability on the part of (a) the Company any party to any of the Underwritersother party, except that the Company shall beSection ‎5, subject to demand by the UnderwritersSection ‎7, obligated to reimburse the Underwriters for only those reasonableSection ‎9, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counselSection 10, 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) ‎17 and Section 8 ‎21 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this This Agreement may be terminated by you, as Representatives of the Underwriters Underwriters, by written notice given to the Company if if, at any time since the execution and delivery of this Agreement, (i) trading or quotation in any of the Company’s shares of Common Stock 's securities shall have been suspended or limited by the Commission or by Nasdaq; the AMEX, or trading in securities generally on either the Nasdaq Stock Market, the NYSE or the AMEX shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD, (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York, Delaware or California authorities; or , (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions thatconditions, as in the reasonable your judgment of the Underwriters, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Shares in the manner and on the terms described contemplated in the Prospectus prospectus (as filed pursuant to Rule 424 under the Securities Act) or to enforce contracts for the sale of the Offered Securitiessecurities, or (iv) in your judgment there shall have occurred any Material Adverse Effect. Any termination pursuant to this Section 9 shall be without liability on the part of (ax) the Company to any of the UnderwritersUnderwriter, except that if this Agreement is terminated pursuant to clause (iv) of this Section 9, the Company shall be, subject to demand by the Underwriters, be obligated to reimburse your expenses and the expense of the Underwriters for only those reasonable, accountable pursuant to Sections 5 and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (by) any Underwriter to the Underwriters to Company or any person controlling the Company, or (cz) of any party hereto to any other party hereto except that the provisions of Section 4 (with respect to the reimbursement of accountableSections 7, bona fide expenses actually incurred by the Underwriters) 10, 13, 14 and Section 8 15 hereof shall at all times be effective and shall survive any such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaq; the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the Financial Industry Regulatory Authority, (ii) there shall have occurred a material disruption in securities settlement, payment or clearance services in the United States, (iii) a general banking moratorium shall have been declared by any U.S. federal federal, New York State or Delaware authorities; or , (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriters is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package or Prospectus or to enforce contracts for the sale of securities or (v) in the Offered Securitiesreasonable judgment of the Underwriters there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable4, bona fide expenses actually incurred by the Underwriters) Section 6, Section 7, Section 8, Section 14 and Section 8 15 shall at all times be effective and shall survive such terminationtermination of this Agreement.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Shares, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any of the UnderwritersUnderwriter, except that the Company and the Selling Stockholders shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the CompanyCompany or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by NasdaqCboe BZX; (ii) trading in securities generally on Cboe BZX, the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (iii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Notes in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (v) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services that in the reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to enforce contracts for the sale of securities. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except as provided in Sections 4 and 6 hereof; provided that the provisions of Section 4 (with respect to the reimbursement of accountableSections 4, bona fide expenses actually incurred by the Underwriters) 6, 8, 9 and Section 8 shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior On or prior to the First Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, Date this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock 's securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal authoritiesor New York authority; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable to market the Offered Securities Debentures in the manner and on the terms described in the Prospectus Offering Memorandum or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersInitial Purchaser, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregateInitial Purchasers pursuant to Sections 4 and 7 hereof, (b) the Underwriters any Initial Purchaser to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representatives by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by the Nasdaq, the AMF and/or Euronext or trading in securities generally on either the Nasdaq, the New York Stock Exchange or Euronext shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any U.S. federal of United States federal, New York or French authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States States, French or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ’, France’s or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus, the Prospectus, the French Listing Prospectus or the Offering Press Releases or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representatives and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less pursuant to Section 4 or Section 7 hereof or (b) any amounts previously paid by Underwriter to the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification purchase of the Firm Shares by the Commission to Underwriters on the Company of the effectiveness of the Registration Statement under the Securities Act, First Closing Date this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq National Market, or trading in securities generally on either the Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 7 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable8, bona fide expenses actually incurred by the Underwriters) Section 9 and Section 8 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Underwriter by written notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriter is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Underwriter there shall have occurred any Material Adverse Change (regardless of whether any loss associated with such Material Adverse Change shall have been insured). Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any of the UnderwritersUnderwriter, except that the Company and the Selling Stockholders shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Underwriter pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (b) the Underwriters Underwriter to the CompanyCompany or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company Issuers if at any time time: (i) trading or quotation in any of the CompanyPartnership’s shares of Common Stock securities shall have been suspended or materially limited by the Commission or by Nasdaqthe NASDAQ Global Select Market, or trading in securities generally on either the NASDAQ Global Select Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or the Financial Industry Regulatory Authority; (ii) a general banking moratorium shall have been declared by any U.S. federal of federal, New York or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes as to make it impracticable or inadvisable to market proceed with the Offered placement of the Securities with the Subsequent Purchasers in the manner and on the terms described contemplated in the Prospectus Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of the Offered Securitiessecurities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company either Issuer or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company Issuers and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the CompanyIssuers, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Offered Shares by the Underwriters on the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company and, the Selling Shareholder if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal federal, New York State or United Kingdom authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 9 12 shall be without liability on the part of (a) the Company or the Selling Shareholder to any of the UnderwritersUnderwriter, except that the Company and the Selling Shareholder shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Representative and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less pursuant to Section 4 or ‎Section 7 hereof or (b) any amounts previously paid by Underwriter to the CompanyCompany or the Selling Shareholder; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) ‎Section 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters Representative by written notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe NYSE, or trading in securities generally on the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on such stock exchange by the Commission; (ii) a general banking moratorium shall have been declared by any U.S. federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Representative is so material and adverse and makes as to make it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (iv) in the Offered Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change that is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities. Any termination pursuant to this Section 9 10 shall be without liability on the part of (ai) the Company or any Guarantor to any of the UnderwritersInitial Purchaser, except that the Company and the Guarantors shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, the Initial Purchasers pursuant to Sections 4 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; provided, however, that all such expenses shall not exceed $200,000 in the aggregate6 hereof, (bii) the Underwriters any Initial Purchaser to the Company, or (ciii) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s shares of Common Stock securities shall have been suspended or limited by the Commission or by Nasdaqthe New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any U.S. of federal or New York authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions thatconditions, as in the reasonable judgment of the Underwriters, Underwriters is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the Offered Securitiesjudgment of the Underwriters there shall have occurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 9 11 shall be without liability on the part of (a) the Company to any of the UnderwritersUnderwriter, except that the Company shall be, subject to demand by the Underwriters, be obligated to reimburse the Underwriters for only those reasonable, accountable and properly documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregatepursuant to Sections 4 and 6 hereof, (b) the Underwriters any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of accountable, bona fide expenses actually incurred by the Underwriters) 8 and Section 8 9 shall at all times be effective and shall survive such termination.