Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. (a) This Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial, or economic conditions, as in the judgment of the Placement Agents is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents 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 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Underwriters shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date, if (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 or waived by the Representative in writing, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NASDAQ or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NASDAQ shall have been suspended or limitedsuspended, or (iv) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on any NASDAQ, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of federalits representations, New York warranties or Delaware authorities; covenants hereunder, (iiivii) there the Underwriters shall have occurred any outbreak or escalation become aware after the date hereof, of national or international hostilities or any crisis or calamityevents that are reasonably expected to result in (A) a Material Adverse Effect, or any (B) a material adverse 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 general market conditions, in each case, as would make it impracticable, in the judgment Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery of the Placement Agents is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts made by the Underwriters for the sale of securitiesthe Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (ivB) in becomes the judgment subject of a public action or investigation by a governmental body arising from conduct relating to the Placement Agents there shall have occurred Company (or such governmental body announces that it intends to take any Material Adverse Changesuch action or undertake any such investigation); or (vC) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredfederal securities laws. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”4(a)(vii) and Section 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Lead Managers by 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 or the Issuer’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market LLC Exchange, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware authorities; (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 States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Lead Managers is material and adverse and makes it impracticable or inadvisable to market 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 securities; (iv) in the judgment of the Placement Agents Lead Managers there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the sole judgment of United States or with respect to the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether Clearstream or not such loss shall have been insuredEuroclear systems in Europe. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company Issuer to any Placement AgentUnderwriter, except that the Company Parent Guarantor and the Issuer shall be obligated to reimburse all the expenses of the Placement Agents Underwriters pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (b) any Placement Agent Underwriter to the Company Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the NYSE or the Nasdaq Stock Market LLC or the New York Stock Exchange Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred any Material Adverse Change; (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 States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Representative may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or any Guarantor to any Placement AgentUnderwriter, except that and the Company Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Representative and Underwriters pursuant to Section 9 (the “Payment of Expenses”) Sections 5 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 7 hereof, (b) any Placement Agent the Underwriters to the Company or any Guarantor or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware U.S. federal authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $250,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Jefferies by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NASDAQ, or trading in securities generally on either the Nasdaq Stock Market LLC NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Delaware Maryland authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the judgment of the Placement Agents Jefferies is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Jefferies there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Jefferies 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 12 shall be without liability on the part of (a) the Company to any Placement AgentUnderwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Representative and the Underwriters pursuant to Section 9 (the “Payment of Expenses”) and 4 or Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, 7 hereof or (b) any Placement Agent Underwriter to the Company or (c) of any party hereto to any other party except Company; provided, however, that the provisions of Section 11 (“Indemnification”) 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Agreement may be terminated Rxxxxxx Jxxxx shall have the right, by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time time, to terminate its obligations pursuant to a Placement Notice if (i) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Exchange, or trading in securities generally on either the Nasdaq Stock Market LLC 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 of federal, 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 or international financial markets, or any substantial change or development involving a prospective substantial change in the United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Rxxxxxx Jxxxx is material and adverse and makes it impracticable or inadvisable to market the Securities Placement Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Rxxxxxx Jxxxx 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, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents may Rxxxxxx Jxxxx xxx interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 13(a) shall be without liability on the part of (a) the Company to any Placement AgentRxxxxxx Jxxxx, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Rxxxxxx Jxxxx pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”Sections 7(h) hereof, (b) any Placement Agent Rxxxxxx Jxxxx to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 10 and Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANYSE American; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware U.S. federal authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $250,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Nasdaq, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Delaware authoritiesNew Jersey authorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (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, financial or economic conditions, as in the judgment of the Placement Agents Representative is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Representative there shall have occurred any Material Adverse Changechange, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 12 shall be without liability on the part of (a) the Company to any Placement AgentUnderwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Representative and the Underwriters pursuant to Section 9 (the “Payment of Expenses”) 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, 7 hereof or (b) any Placement Agent Underwriter to the Company or (c) of any party hereto to any other party except Company; provided, however, that the provisions of Section 11 (“Indemnification”) 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Placement Agent shall have the right to terminate this Agreement may be terminated (and the obligations of the Purchasers under subscription agreements entered into with the Company) by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date, without liability on the part of the Placement Agent to the Company, if (i) prior to delivery and payment for the Securities (A) trading or quotation in any of the Company’s securities generally shall have been suspended or limited by the Commission on or by the Nasdaq Stock Market LLC or any Trading Market, (B) trading in securities generally on either the Nasdaq Common Stock Market LLC or of the New York Stock Exchange Company shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges exchange, in the over-the-counter market or by the Commission or FINRA; Commission, (iiC) a general moratorium on commercial banking moratorium activities shall have been declared by any of federalfederal or state authorities or a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States, New York or Delaware authorities; (iiiD) there shall have occurred any outbreak or material escalation of national or international hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (E) there shall have occurred any other calamity or crisis or calamityany material change in general economic, political or any change financial conditions in the United States or international financial marketselsewhere, if the effect of any such event specified in clause (D) or any substantial change or development involving a prospective substantial change in United States or international political(E), financial, or economic conditions, as in the judgment of the Placement Agents Agent, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Statutory Prospectus and on the terms described in Prospectus, (ii) since the Prospectus or to enforce contracts for the sale time of securities; (iv) in the judgment execution of the Placement Agents this Agreement, there shall have occurred has been any Material Adverse Change; Change or (v) the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity calamity, whether or not covered by insurance, in each case which is not described in the Statutory Prospectus and the Prospectus, and is of such character as that in the sole judgment of the Placement Agents may interfere materially Agent would, individually or in the aggregate, result in a Material Adverse Change and which would, in the judgment of the Placement Agent, make it impracticable or inadvisable to proceed with the conduct offering or the delivery of the business Securities on the terms and operations in the manner contemplated in this Agreement, the Statutory Prospectus and the Prospectus, (iii) the Company shall have failed, refused or been unable to comply with the terms or perform any agreement or obligation of this Agreement or any subscription agreement entered into with Purchasers, other than by reason of a default by the Placement Agent, or (iv) any condition of the Company regardless of whether or Placement Agent’s obligations hereunder is not such loss shall have been insuredfulfilled. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Placement Agentother party, except that the Company shall be obligated to will reimburse all expenses of the Placement Agents pursuant to Section 9 (Agent for all of their out-of-pocket expenses actually incurred by them in connection with the “Payment of Expenses”) Placement and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 6, and Section 15 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. (a) This Agreement may shall be terminated subject to termination in the absolute discretion of the Representatives, by the Placement Agents giving one day’s notice given to the Company if at any time prior to the Closing Date (i) if there shall have been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if, since the date of this Agreement, there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering and delivery of the Securities, or (iii) if, since the date of this Agreement, trading or quotation in any securities of the Company’s securities Company shall have been suspended or limited by the Commission SEC or by a national securities exchange or the Nasdaq Stock Market LLC over-the-counter markets, or if trading in securities generally on either the Nasdaq American Stock Market LLC or Exchange, the New York Stock Exchange or the over-the-counter markets shall have been suspended or limitedsuspended, or minimum or maximum prices for trading shall have been generally established on fixed, or maximum ranges for prices for securities shall have been required, by either of said Exchanges, the over-the-counter markets or by order of the SEC or any of such stock exchanges by the Commission other governmental authority, or FINRA; (ii) if a general banking moratorium shall have been declared by any of federal, either Federal or New York authorities or Delaware authorities; (iii) there if a banking moratorium shall have occurred been declared by the relevant authorities in the country or countries of origin of any outbreak foreign currency or escalation of national currencies in which the Securities are denominated or international hostilities or any crisis or calamitypayable, or any change if a material disruption in the United States commercial banking or international financial marketssecurities settlement or clearance service in such country shall have occurred, or any substantial change or development involving a prospective substantial change in United States or international political, financial, or economic conditions, as in the judgment of the Placement Agents is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in if the judgment rating assigned by any nationally recognized securities rating agency to any debt securities of the Placement Agents there Company as of the date of this Agreement shall have occurred been lowered since that date or if any Material Adverse Change; such rating agency shall have publicly announced (other than a reaffirmation of a previous announcement) since such date that it has under a surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) the Company if there shall have sustained come to the Representatives' attention any facts that would cause the Representatives to reasonably believe that the Prospectus, at the time it was required to be delivered to the Underwriters, included an untrue statement of a loss by strikematerial fact or omitted to state a material fact necessary in order to make the statements therein, fire, flood, earthquake, accident, terrorist attack, act in the light of war or other calamity the circumstances existing at the time of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or delivery, not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) shall at all times be effective and shall survive such terminationmisleading.

Termination of this Agreement. (a) This Agreement may be terminated Each Agent and each Forward Purchaser shall have the right, by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time time, to terminate its obligations pursuant to a Placement Notice or any Terms Agreement if (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Exchange or in any over-the-counter market, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents such Agent or Forward Purchaser is material and adverse and makes it impracticable to market the Securities Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents such Agent or Forward Purchaser 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, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents such Agent or Forward Purchaser may interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole regardless of whether or not such loss shall have been insured; or (vi) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares. Any termination pursuant to this Section 12 13(a) shall be without liability on the part of (aA) the Company to any Placement Agentsuch Agent or Forward Purchaser, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents such Agent pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”7(h) hereof, (bB) any Placement such Agent or Forward Purchaser to the Company Company, or (cC) of any party hereto to any other party except that the provisions of Section 10 and Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC OTC Bulletin Board, or trading in securities generally on either the Nasdaq NASDAQ Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the judgment of the Placement Agents Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the 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 judgment of the Placement Agents Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, if applicable, (bii) any Placement Agent Initial Purchaser to the Company Company, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Agreement may be terminated by the Placement Agents giving one day’s Representatives by notice given to the Company if at any time prior to Closing: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading settlement in securities generally on either the Nasdaq Stock Market LLC Market, the NYSE or the New York Stock Exchange any over-the-counter market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges by the Commission or FINRAexchange; (ii) trading or settlement in any securities of the Parent on the Nasdaq Stock Market shall have been suspended or limited, (iii) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the 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 judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company or any of the Initial Guarantors shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Representatives may (A) interfere materially with the conduct of the business and operations of the Company and the Initial Guarantors, taken as a whole, regardless of whether or not such loss shall have been insuredinsured and (B) make it inadvisable to proceed with the offering of the Securities in the manner and on the terms described in the Pricing Disclosure Package. Any termination pursuant to this Section 12 11 shall be without liability on the part of (ai) the Company or any Initial Guarantor to any Placement Agentthe Initial Purchaser, except that the Company and the Initial Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company Company, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 4, 9 and 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware British Virgin Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $150,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company Issuer if at any time (i) trading or quotation in any of the Escrow Issuer’s, the Company’s securities or the Guarantors’ Securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Market, or trading in securities generally on either the Nasdaq Stock Market LLC 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 FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authoritiesauthorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (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, financial or economic conditions, as in the judgment of the Placement Agents Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package and Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Representative there shall have occurred any Material Adverse Change; or (v) the Company Nexstar Parties or a Guarantor shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Representative may interfere materially with the conduct of the business and operations of the Company Nexstar Parties or any Guarantor regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (aA) the Company Nexstar Parties or any Guarantor to any Placement AgentInitial Purchaser, except that the Company Nexstar Parties and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bB) any Placement Agent Initial Purchaser to the Company Escrow Issuer or the Company, or (cC) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York PRC or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities; (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (vi) if the Representative shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the Offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $250,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment Company fails or refuses to comply with the material terms or to fulfill any of the Placement Agents there material conditions of this Agreement, or for any reason the Company shall have occurred any Material Adverse Changebe unable to perform its obligations under this Agreement; or (v) the Company shall have sustained company fails to comply with all the regulatory requirements under the laws of PRC to get listed overseas, including but not limited to Trial Measures, M&A Rules; or (vi) other regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a loss by strikeresult it makes it impracticable for the Representative to proceed with the offering, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment sale and/or delivery of the Placement Agents may interfere materially with Offered Securities or to enforce contracts for the conduct sale of the business and operations of the Company regardless of whether or not such loss shall have been insuredOffered Securities. Any termination pursuant to this Section 12 8 and Section 14 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Representative for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, which shall not exceed $150,000, in the Placement Agents pursuant to Section 9 (event that there is not a Closing, and other out-of-pocket expenses including, but not limited to, travel, due diligence expenses, roadshow, cost of book building, prospectus tracking and compliance software for the “Payment offering, and costs associated with bound volumes of Expenses”) the offering materials and Section 10 (commemorative mementos and lucite tombstones), actually incurred by the “Reimbursement of Placement Agents’ Expenses”) hereofRepresentative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

Termination of this Agreement. (a) This Prior to the Closing Time, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the NYSE or the Nasdaq Stock Market LLC or the New York Stock Exchange Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; (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 States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Underwriters is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Underwriters may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Placement Agentthe Underwriters, except that and the Company shall be obligated to reimburse all the expenses of the Placement Agents Underwriters pursuant to Section 9 (the “Payment of Expenses”) Sections 5 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 7 hereof, (b) any Placement Agent the Underwriters to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the purchase of the Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representatives by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the Nasdaq Stock Market LLC NASDAQ or the New York Stock Exchange NYSE shall have been suspended or materially limited, or the minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Representatives is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of the securities; (iv) in the judgment of the Placement Agents Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 insuredinsured or (vi) the rating assigned by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act) to any debt securities of the Company as of the date hereof shall have been lowered since the date hereof or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement AgentUnderwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Representatives and the Underwriters pursuant to Section 9 (the “Payment of Expenses”) and 4 or Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, 7 hereof or (b) any Placement Agent Underwriter to the Company or (c) of any party hereto to any other party except Company; provided, however, that the provisions of Section 11 (“Indemnification”) 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Underwriter by notice given to the Company and the Selling Stockholders if at any time time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market LLC NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the judgment of the Placement Agents Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Securities completion of the offering contemplated hereby on the terms and in the manner and on contemplated in the terms described in Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Underwriter 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 the United States; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Placement Agentthe Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse all the expenses of the Placement Agents Underwriter pursuant to Section 9 (the “Payment of Expenses”) and 4 or Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, 7 hereof or (b) any Placement Agent the Underwriter to the Company or (c) of any party hereto to any other party except the Selling Stockholders; provided, however, that the provisions of Section 11 (“Indemnification”) 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Time, this Agreement may be terminated by the Placement Agents giving one day’s Underwriter by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the NYSE or the Nasdaq Stock Market LLC or the New York Stock Exchange Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (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 States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Underwriter may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Placement Agentthe Underwriter, except that and the Company shall be obligated to reimburse all the expenses of the Placement Agents Underwriter pursuant to Section 9 (the “Payment of Expenses”) Sections 5 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 7 hereof, (b) any Placement Agent the Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This For the period from and after the effectiveness of this Agreement may and prior to the First Closing Date, this Agreement shall be terminated subject to termination by the Placement Agents giving one day’s Representatives by notice given to the Company if at any time during such period (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC National Market, or trading in securities generally on either of the Nasdaq Stock National Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock markets or exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Representatives, is material and adverse and makes it impracticable to market the 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 judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents may to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Placement AgentUnderwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents pursuant Representatives and the Underwriters to Section 9 (the “Payment of Expenses”) extent provided in Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (b) of any Placement Agent Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Maryland or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, or economic conditions, as in the judgment of the Placement Agents Underwriters is material and adverse and makes it impracticable to market the 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 judgment of the Placement Agents Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents Underwriters 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 12 11 shall be without liability on the part of (a) the Company to any Placement AgentUnderwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Underwriters pursuant to Section 9 5 (the “Payment of Expenses”) and Section 10 6 (the “Reimbursement of Placement AgentsUnderwriters’ Expenses”) hereof, (b) any Placement Agent Underwriter to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 8 (“Indemnification”) and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will make it inadvisable to proceed with the delivery of the Offered Securities; (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (vi) if the Representative shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such adverse material change in general market conditions would make it impracticable to proceed with the Offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $200,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 5 (“Indemnification”with respect to the reimbursement of out-of-pocket 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. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York PRC or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States States, PRC or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’, PRC’s or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $200,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representatives by notice given to the Company Issuer if at any time (i) trading or quotation in any of the CompanyIssuer’s securities or the Guarantors’ Securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Market, or trading in securities generally on either the Nasdaq Stock Market LLC 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 FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authoritiesauthorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (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, financial or economic conditions, as in the judgment of the Placement Agents Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package and Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Representatives there shall have occurred any Material Adverse Change; or (v) the Company Issuer or a Guarantor shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Representatives may interfere materially with the conduct of the business and operations of the Company Issuer or any Guarantor regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (aA) the Company Issuer or any Guarantor to any Placement AgentInitial Purchaser, except that the Company Issuer and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bB) any Placement Agent Initial Purchaser to the Company Issuer, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York PRC or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States States, PRC or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’, PRC’s or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. 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 Company for “Cause” (as defined herein). Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $250,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company, except if this Agreement is terminated by the Company for “Cause.” or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of the Agreement by any of the Underwriters. In the event that the Company believes that any of the Underwriters have engaged in conduct constituting Cause, it must first notify such Underwriter(s) in writing of the facts and circumstances supporting such an assertion(s) and allow the Underwriter(s) twenty (20) days to cure such alleged conduct.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRACapital Market; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents Underwriters, is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in if a moratorium on foreign exchange trading has been declared which materially adversely impacts the judgment of the Placement Agents there shall have occurred any Material Adverse ChangeUnited States securities market; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured. , will, in the Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Securities; or (vi) if the Company is in material breach of any of its representations, warranties or covenants hereunder, Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereofCompany, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if and the Selling Stockholder as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, the securities markets or there has been a material adverse change in general financial, political or economic conditions the effect of which is to make it, in the reasonable judgment of the Underwriter, inadvisable or impracticable to market the Shares (ii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC Market, the NYSE or the New York Stock Exchange NYSE American shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiiv) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware state authorities; , (iiiv) 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 or calamity, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change or development involving a prospective substantial change in United States or other international political, financial, financial or economic conditionsconditions or any other calamity or crisis, as the effect of which is to make it, in the reasonable judgment of the Placement Agents is material and adverse and makes it Underwriter, inadvisable or impracticable to market the Securities in the manner and on the terms described in the Prospectus Shares, or to enforce contracts for the sale of securities; (ivvi) in the reasonable judgment of the Placement Agents Underwriter, there shall have occurred any Material Adverse Change; has been, since the time of execution of this Agreement or (v) since the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act respective dates as of war or other calamity of such character as which information is given in the sole judgment Registration Statement, the Time of Sale Disclosure Package or the Placement Agents may interfere materially with Final Prospectus, any material adverse change in the conduct assets, properties, condition, financial or otherwise, or in the results of the operations, business and operations affairs or business prospects of the Company regardless of and its subsidiaries considered as a whole, whether or not such loss shall have been insuredarising in the ordinary course of business. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated by the Placement Agents giving one day’s Xxxxxxxxxx Securities by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Market, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Underwriters is material and adverse and makes it impracticable to market the 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 reasonable judgment of the Placement Agents Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Underwriters 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Placement AgentUnderwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Underwriters and the Underwriters pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (b) any Placement Agent Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination. Section 12.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Maryland or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, or economic conditions, as in the judgment of the Placement Agents Underwriters is material and adverse and makes it impracticable to market the 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 judgment of the Placement Agents Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents 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 12 11 shall be without liability on the part of (a) the Company to any Placement AgentUnderwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Underwriters pursuant to Section 9 5 (the “Payment of Expenses”) and Section 10 6 (the “Reimbursement of Placement AgentsUnderwriters’ Expenses”) hereof, (b) any Placement Agent Underwriter to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 8 (“Indemnification”) and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York PRC or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States States, PRC or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’, PRC’s or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. 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 Company for “Cause” (as defined herein). Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $250,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company, except if this Agreement is terminated by the Company for “Cause.” or (c) of any party hereto to any other party except that the provisions of Section 11 5 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 shall at all times be effective and shall survive such termination. “Cause,” for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or a material breach of the Agreement by any of the Underwriters. In the event that the Company believes that any of the Underwriters have engaged conduct constituting Cause, it must first notify such Underwriter(s) in writing of the facts and circumstances supporting such an assertion(s) and allow the Underwriter(s) twenty (20) days to cure such alleged conduct.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York regional, local or Delaware other governmental or regulatory authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with the offer, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the Offering. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $200,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities; (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (vi) if the Representative shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the Offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $200,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Underwriter by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York State authorities or Delaware authoritiesa major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (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, financial or economic conditions, as in the judgment of the Placement Agents Underwriter is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse ChangeChange that, in the judgment of the Underwriter, makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 12 10 shall be without liability on the part of (a) the Company to any Placement Agentthe Underwriter, except that the Company shall be obligated to pay or reimburse all the expenses of the Placement Agents Underwriter pursuant to Section 9 (the “Payment of Expenses”) 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, 7 hereof or (b) any Placement Agent the Underwriter to the Company or (c) of any party hereto to any other party except Company; provided that the provisions of Section 11 (“Indemnification”) 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s any Underwriter by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Global Select Market, or trading in securities generally on either the Nasdaq Stock Global Select Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the judgment of the Placement Agents such Underwriter is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents such Underwriter there shall have occurred any Material Adverse Change; (v) in the judgment of such Underwriter there shall have occurred a material event which affects (A) the disclosure in the Prospectus or (vB) the ability of such Underwriter to market and sell the Offered Shares on the terms set forth in the Preliminary Prospectus or the Prospectus; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents such 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 12 11 shall be without liability on the part of of: (a) the Company to any Placement Agentthe Underwriters, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Underwriters pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, ; (b) any Placement Agent the Underwriters to the Company Company; or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Underwriter by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Global Select Market, or trading in securities generally on either the Nasdaq Stock Global Select Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the judgment of the Placement Agents Underwriter is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Underwriter there shall have occurred any Material Adverse Change; (v) in the judgment of the Underwriter there shall have occurred a material event which affects (A) the disclosure in the Prospectus or (vB) the ability of the Underwriter to market and sell the Offered Shares on the terms set forth in the Preliminary Prospectus or the Prospectus; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 12 11 shall be without liability on the part of of: (a) the Company to any Placement Agentthe Underwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Underwriter pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, ; (b) any Placement Agent the Underwriter to the Company Company; or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Units by the Purchasers on the Closing Date this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market LLC Exchange or trading in securities generally on either the Nasdaq Stock NASDAQ Global Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents is material and adverse and makes it impracticable to market the Securities Units in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 insuredinsured or (vi) or for any other reason permitted under this Agreement or the Subscription Agreements. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any the Placement AgentAgents, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) Sections 5 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 7 hereof, (b) any the Placement Agent Agents to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination. The Company hereby acknowledges that in the event that this Agreement is terminated by the Placement Agents pursuant to the terms hereof, the Subscription Agreements shall automatically terminate without any further action on the part of the parties thereto.

Termination of this Agreement. (a) This Agreement may be terminated Xxxxxxx Xxxxx shall have the right, by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time time, to terminate its obligations pursuant to a Placement Notice if (i) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Exchange, or trading in securities generally on either the Nasdaq Stock Market LLC 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 of federal, 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 material change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market the Securities Placement Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Xxxxxxx Xxxxx 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, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents may Xxxxxxx Xxxxx xxx interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 13(a) shall be without liability on the part of (a) the Company to any Placement AgentXxxxxxx Xxxxx, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Xxxxxxx Xxxxx pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”Sections 7(h) hereof, (b) any Placement Agent Xxxxxxx Xxxxx to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 10 and Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the purchase of the Securities by the Underwriter on the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Underwriter by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq Stock Market LLC NASDAQ, or trading in securities generally on either the Nasdaq Stock Market LLC any NASDAQ market or the New York Stock Exchange shall have been suspended or materially limited, or the minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, North Carolina or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Underwriter is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of the securities; (iv) in the reasonable judgment of the Placement Agents Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 insuredinsured or (vi) the rating assigned by any NRSRO to any debt securities of the Company as of the date hereof shall have been lowered since the date hereof or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agentthe Underwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Underwriter pursuant to Section 9 (the “Payment of Expenses”) and 5 or Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, 8 hereof or (b) any Placement Agent the Underwriter to the Company or (c) of any party hereto to any other party except Company; provided, however, that the provisions of Section 10 and Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (A) The Placement Agents shall have the right to terminate this Agreement (and the obligations of the Purchasers under subscription agreements entered into with the Company) by giving notice as hereinafter specified at any time at or prior to the Closing Date, without liability on the part of the Placement Agents to the Company, if (i) prior to delivery and payment for the Shares (a) This Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if at any time (i) trading or quotation in any of the Company’s securities generally shall have been suspended or limited by the Commission on or by the Nasdaq Stock Market LLC or any Trading Market, (b) trading in securities generally on either the Nasdaq Common Stock Market LLC or of the New York Stock Exchange Company shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges exchange, in the over-the-counter market or by the Commission or FINRA; Commission, (iic) a general moratorium on commercial banking moratorium activities shall have been declared by any of federalfederal or state authorities or a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States, New York or Delaware authorities; (iiid) there shall have occurred any outbreak or material escalation of national or international hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (e) there shall have occurred any other calamity or crisis or calamityany material change in general economic, political or any change financial conditions in the United States or international financial marketselsewhere, if the effect of any such event specified in clause (d) or any substantial change or development involving a prospective substantial change in United States or international political(e), financial, or economic conditions, as in the judgment of the Placement Agents Agents, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Securities completion of the sale of and payment for the Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Base Prospectus and on the terms described in the Prospectus or to enforce contracts for Supplement, (ii) since the sale time of securities; (iv) in the judgment execution of the Placement Agents this Agreement, there shall have occurred has been any Material Adverse Change; Change or (v) the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity calamity, whether or not covered by insurance, in each case which is not described in the Registration Statement, the Base Prospectus or the Prospectus Supplement and is of such character as that in the sole judgment of the Placement Agents may interfere materially would, individually or in the aggregate, result in a Material Adverse Change and which would, in the judgment of the Placement Agents, make it impracticable or inadvisable to proceed with the conduct offering or the delivery of the business Shares on the terms and operations in the manner contemplated in this Agreement, the Registration Statement, the Base Prospectus or the Prospectus Supplement, (iii) the Company shall have failed, refused or been unable to comply with the terms or perform any agreement or obligation of this Agreement or any subscription agreement entered into with Purchasers, other than by reason of a default by the Placement Agents, or (iv) any condition of the Company regardless of whether or Placement Agents’ obligations hereunder is not such loss shall have been insuredfulfilled. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the Company will reimburse the Placement Agents for all of their out-of-pocket expenses actually incurred by them in connection with the Offering, subject to the limitation set forth in the last paragraph of Section 1, and that the provisions of Section 4, and Section 11 (“Indemnification”) hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. (a) This Agreement may be terminated by the any Placement Agents Agent, with respect to such Placement Agent only, by giving one day’s notice to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited (except for suspensions or limitations not lasting more than one Trading Day in duration) by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRALLC; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial, or economic conditions, as in the judgment of the Placement Agents is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred been any Material Adverse ChangeEffect; or (viii) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents 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. Upon termination of this Agreement pursuant to this Section 12(a) with respect to any terminated Placement Agent(s), any outstanding Placement Notices with respect to such Placement Agent(s) shall also be terminated, and such Placement Agent(s) shall be automatically removed from Schedule A and Exhibit B hereto. Any termination pursuant to this Section 12 12(a) shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination. Following any such termination by a Placement Agent, this Agreement shall remain in effect as to each other Placement Agent that has not exercised its respective right to terminate the provisions of this Agreement pursuant to this Section 12(a) and any obligations and rights of the Placement Agents under this Agreement shall be satisfied by or afforded to only such other Placement Agents.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be maybe terminated by the Placement Agents giving one day’s Xxxxxxxxxx Securities by notice given to the Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Market, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Minnesota or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Xxxxxxxxxx Securities is material and adverse and makes it impracticable to market the 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 judgment of the Placement Agents Xxxxxxxxxx Securities there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Xxxxxxxxxx Securities may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Placement AgentUnderwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse all the expenses of Xxxxxxxxxx Securities and the Placement Agents Underwriters pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (b) any Placement Agent Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination. SECTION 12.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company Issuer if at any time (i) trading or quotation in any of the CompanyIssuer’s securities or the Guarantors’ Securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Market, or trading in securities generally on either the Nasdaq Stock Market LLC 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 FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authoritiesauthorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (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, financial or economic conditions, as in the judgment of the Placement Agents Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package and Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Representative there shall have occurred any Material Adverse Change; or (v) the Company Issuer or a Guarantor shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Representative may interfere materially with the conduct of the business and operations of the Company Issuer or any Guarantor regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (aA) the Company Issuer or any Guarantor to any Placement AgentInitial Purchaser, except that the Company Issuer and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bB) any Placement Agent Initial Purchaser to the Company Issuer, or (cC) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Underwriters shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date, if (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 any of the Company’s securities shares of Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE MKT or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE MKT shall have been suspended or limitedsuspended, or (iv) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the NYSE MKT, by such Exchange, by FINRA or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction (iiwhich includes the Company’s shares of Common Stock), (v) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 2, (vi) the Company is in material breach of any of federalits representations, New York warranties or Delaware authorities; covenants hereunder, (iiivii) there the Underwriters shall have occurred any outbreak or escalation become aware, after the date hereof, of national or international hostilities or any crisis or calamity, or any change events that are reasonably expected to result in the United States or international financial markets, or any substantial change or development involving (A) a prospective substantial change in United States or international political, financial, or economic conditions, as in the judgment of the Placement Agents is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; , or (vB) the Company shall have sustained a loss by strikematerial adverse change in general market conditions, firein each case, floodas would make it impracticable, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment Underwriters’ reasonable judgment, to proceed with the offering and sale of the Placement Agents may interfere materially with the conduct of the business and operations Securities, or (viii) a director of the Company regardless (A) is charged with a felony offense relating to any financial matter arising from conduct relating to the Company, (B) becomes the subject of whether a public action or not investigation by a governmental body arising from conduct relating to the Company (or such loss shall have been insuredgovernmental body announces that it intends to take any such action or undertake any such investigation), or (C) is enjoined, suspended or otherwise limited from serving as a director under the federal securities laws. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”4(g) and Section 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vii) if regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $150,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 6 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Securities to be purchased on such Option Closing Date only), if (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, the securities markets or there has been a material adverse change in general financial, political or economic conditions the effect of which is to make it, in the reasonable judgment of the Underwriter, inadvisable or impracticable to market the Public Securities (ii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC Market, the NYSE or the New York Stock Exchange NYSE American shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any Nasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiiv) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware state authorities; , (iiiv) 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 or calamity, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change or development involving a prospective substantial change in United States or other international political, financial, financial or economic conditionsconditions or any other calamity or crisis, as the effect of which is to make it, in the reasonable judgment of the Placement Agents is material and adverse and makes it Underwriter, inadvisable or impracticable to market the Securities in the manner and on the terms described in the Prospectus Public Securities, or to enforce contracts for the sale of securities; (ivvi) in the reasonable judgment of the Placement Agents Underwriter, there shall have occurred any Material Adverse Change; has been, since the time of execution of this Agreement or (v) since the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act respective dates as of war or other calamity of such character as which information is given in the sole judgment Registration Statement, the Time of Sale Disclosure Package or the Placement Agents may interfere materially with Final Prospectus, any material adverse change in the conduct assets, properties, condition, financial or otherwise, or in the results of the operations, business and operations affairs or business prospects of the Company regardless of and its subsidiaries considered as a whole, whether or not such loss shall have been insuredarising in the ordinary course of business. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Market, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Delaware California authorities; (iii) there shall 22. 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, financial or economic conditions, as in the judgment of the Placement Agents Representatives is material and adverse and makes it impracticable to market the 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 judgment of the Placement Agents Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity calamity, whether or not covered by insurance, of such character as in the sole judgment of the Placement Agents may interfere materially Representatives is so material and adverse as to make it impracticable or inadvisable to proceed with the conduct public offering or the delivery of the business Common Shares on the terms and operations of in the Company regardless of whether or not such loss shall have been insuredmanner contemplated in the Prospectus. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Placement AgentUnderwriter, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Representatives and the Underwriters pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (b) any Placement Agent Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this ----------------------------- Agreement may be terminated by the Placement Agents giving one day’s Initial Purchasers by notice given to the Company if at any time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Commission, or trading in securities generally on either the Nasdaq Stock Market LLC 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 FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial, financial or economic conditions, as in the reasonable judgment of the Placement Agents Initial Purchasers is material and adverse and makes it impracticable to market the 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 reasonable judgment of the Placement Agents Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole reasonable judgment of the Placement Agents Initial Purchasers may interfere materially with the conduct of the business and operations of the Company or its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company and the Guarantors to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 4 and in the case of clause (the “Payment of Expenses”iv) and above, Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (b) any Placement Agent Initial Purchaser to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; and (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $150,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted the securities markets or there has been a material adverse change in general financial, political or economic conditions, in each case, the effect of which is to make it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to market the Shares, (ii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC Market, the NYSE or the New York Stock Exchange NYSE MKT shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other Governmental Entity, (iiiv) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware State authorities; , (iiiv) 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 or calamity, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change or development involving a prospective substantial change in United States or international political, financial, financial or economic conditionsconditions or any other calamity or crisis, as in each case, the effect of which is to make it, in the reasonable judgment of the Placement Agents is material and adverse and makes it Underwriter, impracticable or inadvisable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; Shares, (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a suffers any loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity calamity, whether or not covered by insurance, the effect of such character as which is to make it, in the sole reasonable judgment of the Placement Agents may interfere materially with Underwriter, impracticable or inadvisable to market the conduct Shares or to enforce contracts for the sale of the business and operations Shares or (vii) there has been, since the time of execution of this Agreement, any Material Adverse Effect that, in the reasonable judgment of the Company regardless Underwriter, makes it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of whether or not such loss shall have been insuredthe Shares. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 5(h), Section 7 and Sections 11 (“Indemnification”) through 19, inclusive, hereof shall at all times be effective and shall survive such termination. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 shall remain in effect.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Underwriter by notice given to the Company and the Selling Stockholder if at any time time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market LLC NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the judgment of the Placement Agents Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Securities completion of the offering contemplated hereby on the terms and in the manner and on contemplated in the terms described in Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Underwriter 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 the United States; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Placement Agentthe Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse all the expenses of the Placement Agents Underwriter pursuant to Section 9 (the “Payment of Expenses”) and 4 or Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, 7 hereof or (b) any Placement Agent the Underwriter to the Company or (c) of any party hereto to any other party except the Selling Stockholder; provided, however, that the provisions of Section 11 (“Indemnification”) 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Agreement may be terminated jointly by the Placement Agents giving one day’s X.X. Xxxxxx Securities plc and Deutsche Bank AG, Singapore Branch by notice given to the Company Company, if at any time after the execution and delivery of this Agreement and on or prior to the Closing Date: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC any exchange or in any over-the-counter market; (ii) trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, materially limited on or minimum or maximum prices shall have been generally established on by any of such stock exchanges by the Commission HKSE, the New York Stock Exchange, the American Stock Exchange, The Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or FINRAthe Chicago Board of Trade; (iiiii) a general banking moratorium shall have been declared by any of federalUnited States or New York, New York Hong Kong or Delaware the PRC 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 financial markets or any calamity or crisis, either within or outside the United States or international financial marketsStates, or any substantial change or development involving a prospective substantial change in United States or international political, financial, or economic conditionsthat, as in the judgment of the Placement Agents Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the 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 judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company or any Guarantor, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Representative shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if and the Selling Stockholder as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if in the discretion of the Representative, (i) trading or quotation in any of the Company’s securities generally shall have been suspended or materially limited by the Commission on or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or any of the New York Stock Exchange, NYSE American, the Nasdaq Stock Market, the Nasdaq Global Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company 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 exchange or FINRAin any over-the-counter market; (iiiii) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal, federal or New York or Delaware State authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in financial markets or any outbreak or escalation of calamity or crisis, either within or outside the United States or international financial marketsStates, or any substantial change or development involving a prospective substantial change in United States or international politicalthat, financial, or economic conditions, as in the judgment of the Placement Agents Representative, is material and adverse and makes it impracticable or inadvisable to market proceed with the Securities offering, sale or delivery of the Shares on the Closing Date or any Option Closing Date, as the case may be, on the terms and in the manner and on contemplated by this Agreement, the terms described in Registration Statement, the Prospectus Time of Sale Disclosure Package or to enforce contracts for the sale of securitiesFinal Prospectus; or (ivv) in the judgment of the Placement Agents Representative, there shall have occurred any Material Adverse Change; has been, since the time of execution of this Agreement or (v) since the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act respective dates as of war or other calamity of such character as which information is given in the sole judgment Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of Company, whether or not such loss shall have been insuredarising in the ordinary course of business. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”6(h) and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Initial Purchaser by notice given to the Company Authority or the Manager if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; the NASD, (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware Michigan authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States' or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market proceed with the 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 judgment of the Placement Agents Initial Purchaser there shall have occurred any Pokagon Parties Material Adverse Change or Manager Material Adverse Change; or (v) the Company Authority shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Initial Purchaser may interfere materially with the conduct of the business and operations of the Company Authority regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be Xxxxxxx 00 xxxxx xx without liability on the part of (ai) the Company Authority, the Manager or any Guarantor to any Placement AgentInitial Purchaser, except that the Company Authority, the Manager and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchaser pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent the Initial Purchaser to the Company Authority and the Manager, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company Issuer if at any time (i) trading or quotation in any of the CompanyIssuer’s securities or the Guarantors’ Securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Market, or trading in securities generally on either the Nasdaq Stock Market LLC 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 FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authoritiesauthorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (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, financial or economic conditions, as in the judgment of the Placement Agents Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Prospectus Pricing Disclosure Package and Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Representative there shall have occurred any Material Adverse Change; or (v) the Company Issuer or a Guarantor shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Representative may interfere materially with the conduct of the business and operations of the Company Issuer or any Guarantor regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (aA) the Company Issuer or any Guarantor to any Placement AgentInitial Purchaser, except that the Company Issuer and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bB) any Placement Agent Initial Purchaser to the Company Issuer, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Initial Purchasers may terminate this Agreement may be terminated by notice given by the Placement Agents giving one day’s notice Initial Purchasers to the Company Company, if at any time after the execution and delivery of this Agreement and prior to the Closing Date (i) trading or quotation in any of the Company’s securities generally shall have been suspended or materially limited by on, or by, as the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or case may be, any of the New York Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or limitedin any over-the-counter market, (iii) a material disruption in securities settlement, payment or minimum or maximum prices clearance services in the United States shall have been generally established occurred, (iv) any moratorium on any of such stock exchanges by the Commission or FINRA; (ii) a general commercial banking moratorium activities shall have been declared by any of federal, Federal or New York State authorities or Delaware authorities; (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective substantial change in United States or international politicalcrisis that, financial, or economic conditions, as in the judgment of the Placement Agents Banc of America Securities LLC, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it it, in the judgment of Banc of America Securities LLC, impracticable or inadvisable to market proceed with the offer, sale or delivery of the Securities on the terms and in the manner and on the terms described contemplated in the Prospectus or to enforce contracts for the sale of securitiesOffering Memorandum; (ivvi) in the judgment of the Placement Agents Banc of America Securities LLC there shall have occurred any Material Adverse Change; or (vvii) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Banc of America Securities LLC 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 12 11 shall be without liability on the part of (ai) the Company or any Guarantor to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 5 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 7 hereof, (bii) any Placement Agent Initial Purchaser to the Company Company, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Until the Closing Date, this Agreement may be terminated by the Placement Agents an Initial Purchaser by giving one day’s notice as hereinafter provided to the Company any Radian Issuer and each Custodial Trust if at any time (i) any Radian Issuer or a Custodial Trust shall have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition to the Initial Purchasers’ obligation hereunder is not fulfilled at or prior to the Closing Date, (iii) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Offering Memorandum (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, results of operations, business or prospects of any Radian Issuer and its Subsidiaries taken as a whole, or the condition, financial or otherwise, results of operations, activities or prospects of any Custodial Trust, each Custodial Trust considered as a separate enterprise, whether or not arising in the ordinary course of business, (iv) trading or quotation in any securities of Radian Asset, Radian Group or the Company’s securities Custodial Trusts shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market LLC or Exchange, (v) trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange, NASDAQ National Market System or 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 exchange by the Commission or FINRA; (ii) a general banking moratorium such exchange or other regulatory body or governmental authority having jurisdiction or there shall have been a material disruption in the settlement of the CPS Securities which, in the judgment of such Initial Purchaser makes it inadvisable or impractical to proceed with the offering or delivery of the CPS Securities, or a banking moratorium is declared by any of federal, either federal or New York state authorities, (vi) the United States becomes engaged in hostilities or Delaware authorities; there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or an act of terrorism which, in the judgment of such Initial Purchaser makes it inadvisable or impracticable to proceed with the offering or delivery of the CPS Securities or (iiivii) there shall have occurred any outbreak been such a material adverse change in general economic, political or escalation of national or international hostilities or any crisis or calamityfinancial conditions, or any change 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 conditionsshall be such, as to, in the judgment of the Placement Agents is material and adverse and such Initial Purchaser makes it inadvisable or impracticable to market proceed with the Securities in the manner and on the terms described in the Prospectus offering or to enforce contracts for the sale of securities; (iv) in the judgment delivery of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredCPS Securities. Any termination of this Agreement pursuant to this Section 12 9 shall be without liability on the part of (a) Radian Securities, Radian Asset, the Company to Custodial Trusts or any Placement AgentInitial Purchaser, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”as otherwise provided in Sections 4, 5(b) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 7 hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE American, LLC, or trading in securities generally on either the Nasdaq Stock Market LLC NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the reasonable judgment of the Placement Agents Representative is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Changematerial adverse change in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, , which would make it in the Representative’s reasonable judgment impractical to proceed with the Offering; or (v) the Company shall have sustained a material loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole reasonable judgment of the Placement Agents may interfere materially Representative makes it inadvisable to proceed with the conduct of the business and operations of the Company regardless of Offering, whether or not such loss shall have been insured, or (vi) the Company fails to proceed with the Offering in good faith or commits gross negligence or willful misconduct in connection with the Offering. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement AgentUnderwriter, except that the Company shall be obligated to reimburse all the actual and accountable out-of-pocket expenses of the Placement Agents pursuant Underwriters related to Section 9 (the “Payment transactions contemplated herein then due and payable, including the fees and disbursements of Expenses”) and Section 10 (counsel to the “Reimbursement Underwriters, up to an aggregate of Placement Agents’ Expenses”) hereof, $40,000 or (b) any Placement Agent Underwriter to the Company or (c) of any party hereto to any other party except Company; provided, however, that the provisions of Section 11 (“Indemnification”) 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated (A) by the Placement Agents giving one day’s Initial Purchasers by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission commission or by the Nasdaq New York Stock Market LLC Exchange, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the judgment of the Placement Agents Initial Purchasers is material and adverse and makes it impracticable to market the 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 judgment of the Placement Agents Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a material loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 insuredinsured or (B) by the Initial Purchasers or the Company in the event of a termination or abandonment of the Merger Agreement pursuant to Section 8.1 thereof. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company or the Guarantors to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company or any Guarantor, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if and the Selling Stockholders as hereinafter specified at any time at or prior to the Closing Date, if: (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the reasonable judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce Contracts for the sale of the Shares; (ii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Exchange or trading in securities generally on either NYSE American, the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended; (iii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE American, the New York Stock Exchange shall have been suspended or limitedthe Nasdaq Stock Market LLC, by such exchange or minimum or maximum prices shall have been generally established on any by order of such stock exchanges by the Commission or FINRAany other governmental authority having jurisdiction; (iiiv) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware state authorities; (iiiv) 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 or calamity, or any change in declaration by the United States of a national emergency or international war, any substantial change in financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial, financial or economic conditionsconditions or any other calamity or crisis, as in each case, the effect of which is to make it, in the reasonable judgment of the Placement Agents is material and adverse and makes it Underwriter, impracticable or inadvisable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securitiesShares; (ivvi) in the reasonable judgment of the Placement Agents Underwriter, there shall have occurred has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statements, the Time of Sale Disclosure Package or the Prospectus, any Material Adverse ChangeEffect; or (vvii) the Company shall have sustained a suffers any loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of calamity, whether or not such loss shall have been insured. Any termination pursuant covered by insurance, which, in the Underwriter’s reasonable judgment is material and adverse and makes it impractical or inadvisable to this Section 12 shall be without liability on proceed with the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses completion of the Placement Agents pursuant to Section 9 (sale of and payment for the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) shall at all times be effective and shall survive such terminationShares.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment Company fails or refuses to comply with the material terms or to fulfill any of the Placement Agents there material conditions of this Agreement, or for any reason the Company shall have occurred any Material Adverse Changebe unable to perform its obligations under this Agreement; or (v) regulatory approval (including but not limited to NASDAQ approval) for the Company shall have sustained Offering is denied, conditioned or modified and as a loss by strikeresult it makes it impracticable for the Representative to proceed with the offering, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment sale and/or delivery of the Placement Agents may interfere materially with Offered Securities or to enforce contracts for the conduct sale of the business and operations of the Company regardless of whether or not such loss shall have been insuredOffered Securities. Any termination pursuant to this Section 12 8 and Section 14 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Representative for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, which shall not exceed $50,000 in the Placement Agents pursuant to Section 9 (event that there is not a Closing, and other out-of-pocket expenses including, but not limited to, travel, due diligence expenses, roadshow, cost of book building, prospectus tracking and compliance software for the “Payment offering, and costs associated with bound volumes of Expenses”) the offering materials and Section 10 (commemorative mementos and lucite tombstones), actually incurred by the “Reimbursement of Placement Agents’ Expenses”) hereofRepresentative 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 $104,500 in the aggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Xxxxxxx Xxxxx by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq Stock Market LLC NASDAQ, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the judgment of the Placement Agents Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market proceed with the 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 judgment of the Placement Agents Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents 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 12 SECTION 10 shall be without liability on the part of (a) the Company or any Guarantor to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (and to the “Payment of Expenses”) extent specified in SECTION 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) SECTION 6 hereof, (b) any Placement Agent Initial Purchaser to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) SECTION 8 and SECTION 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s Issuers’ securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or Market; (ii) trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United 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, financial or economic conditions, as in the judgment of the Placement Agents Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the 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; (ivv) in the judgment of the Placement Agents Representative there shall have occurred since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package, any Material Adverse Changematerial adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Crosstex Entities, taken as a whole, other than as disclosed in the Pricing Disclosure Package; or (vvi) the Company Issuers shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Representative may interfere materially with the conduct of the business and operations of the Company Issuers regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company Issuers or any Guarantor to any Placement AgentInitial Purchaser, except that the Company Issuers and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents pursuant to Initial Purchasers in accordance with the terms of Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company Issuers, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Mxxxxxx Lxxxx by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware Georgia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditions, as in the reasonable judgment of the Placement Agents Mxxxxxx Lxxxx is material and adverse and makes it impracticable or inadvisable to market proceed with the 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 reasonable judgment of the Placement Agents Mxxxxxx Lxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Pur- chasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company Company, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Representatives shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to any Date of Delivery, if (i) trading or quotation there has been, in any the judgment of the Company’s securities Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus (except as disclosed as of the date hereof in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus), any material adverse change, including any material adverse change as a result of a strike, fire, flood, earthquake, accident or other calamity, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one entity, whether or not arising in the ordinary course of business; (ii) the Company shall have failed, refused or been unable, at or prior to such Closing Date or Date of Delivery, as applicable, to perform any agreement on its part to be performed hereunder; (iii) any condition set forth in Section 5 to the Underwriters’ obligations to close is not fulfilled; (iv) trading in the Common Stock shall have been suspended or limited by the Commission or by the Nasdaq The NASDAQ Stock Market LLC or trading in securities generally on either the Nasdaq NASDAQ Stock Market LLC or the Market, New York Stock Exchange or the NYSE Amex Equities shall have been suspended or limited, or suspended; (v) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any The NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex Equities, by such exchange or by order of such stock exchanges by the Commission or FINRAany other Governmental Authority having jurisdiction; (iivi) a general banking moratorium shall have been declared by any of federal, New York federal or Delaware state authorities; or (iiivii) 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 or international political, financial, financial or economic conditions, as or any other calamity or crisis that, in the judgment of the Placement Agents Representatives’ judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredSecurities. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”4(h) and Sections 6, 7, 13, 14 and 15 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Time, this Agreement may be terminated by the Placement Agents giving one day’s Underwriter by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the NYSE or the Nasdaq Stock Market LLC or the New York Stock Exchange Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (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 States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the offering, sale or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Underwriter may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any Placement Agentthe Underwriter, except that and the Company shall be obligated to reimburse all the expenses of the Placement Agents Underwriter pursuant to Section 9 (the “Payment of Expenses”) Sections 5 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 7 hereof, (b) any Placement Agent the Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Initial Purchasers by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC National Market, or trading in securities generally on either the Nasdaq Stock National Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Tennessee or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Initial Purchasers is material and adverse and makes it impracticable to market the 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 judgment of the Placement Agents 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, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 12 10 shall be without liability on the part of (ai) the Company or the Guarantors to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company or any Guarantor, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s Issuers’ securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or Market; (ii) trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the 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; (ivv) in the judgment of the Placement Agents Representative there shall have occurred since the date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package, any Material Adverse Changematerial adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Crosstex Parties, taken as a whole, other than as disclosed in the Pricing Disclosure Package; or (vvi) the Company Issuers shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Representative may interfere materially with the conduct of the business and operations of the Company Issuers regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company Issuers or any Guarantor to any Placement AgentInitial Purchaser, except that the Company Issuers and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents pursuant to Initial Purchasers in accordance with the terms of Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company Issuers, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware British Virgin Islands 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, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; (iv) . Except as otherwise stated in this section, the judgment Agreement may not be terminated by the company prior to the completion of the Placement Agents there Engagement Period, other than for “Cause.” “Cause,” for the purpose of this Agreement, shall have occurred any Material Adverse Change; mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or (v) a material breach of the Agreement by the Underwriters. In the event that the Company shall believes that the Underwriters have sustained a loss by strikeengaged conduct constituting Cause, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as it must first notify the Underwriters in the sole judgment writing of the Placement Agents may interfere materially with facts and circumstances supporting such an assertion(s) and allow the conduct of the business and operations of the Company regardless of whether or not Underwriter twenty (20) days to cure such loss shall have been insuredalleged conduct. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $150,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Agreement may be terminated Xxxxxxx Xxxxx shall have the right, by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time time, to terminate its obligations pursuant to a Placement Notice if (i) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC Exchange, or trading in securities generally on either the Nasdaq Stock Market LLC 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 of federal, 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 or international financial markets, or any substantial change or development involving a prospective substantial change in the United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market the Securities Placement Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents Xxxxxxx Xxxxx 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, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents may Xxxxxxx Xxxxx xxx interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 13(a) shall be without liability on the part of (a) the Company to any Placement AgentXxxxxxx Xxxxx, except that the Company shall be obligated to reimburse all the expenses of the Placement Agents Xxxxxxx Xxxxx pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”7(h) hereof, (b) any Placement Agent Xxxxxxx Xxxxx to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 10 and Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment Company fails or refuses to comply with the material terms or to fulfill any of the Placement Agents there material conditions of this Agreement, or for any reason the Company shall have occurred any Material Adverse Changebe unable to perform its obligations under this Agreement; or (v) regulatory approval (including but not limited to NASDAQ approval) for the Company shall have sustained Offering is denied, conditioned or modified and as a loss by strikeresult it makes it impracticable for the Representative to proceed with the offering, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment sale and/or delivery of the Placement Agents may interfere materially with Offered Securities or to enforce contracts for the conduct sale of the business and operations of the Company regardless of whether or not such loss shall have been insuredOffered Securities. Any termination pursuant to this Section 12 8 and Section 14 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Representative for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel, which shall not exceed $75,000, in the Placement Agents pursuant to Section 9 (event that there is not a Closing, and other out-of-pocket expenses including, but not limited to, travel, due diligence expenses, roadshow, cost of book building, prospectus tracking and compliance software for the “Payment offering, and costs associated with bound volumes of Expenses”) the offering materials and Section 10 (commemorative mementos and lucite tombstones), actually incurred by the “Reimbursement of Placement Agents’ Expenses”) hereofRepresentative 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) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination. Notwithstanding the foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(g)(4)(A).

Termination of this Agreement. (a) This The Placement Agent shall have the right to terminate this Agreement may be terminated (and the obligations of the Purchasers under subscription agreements entered into with the Company) by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date, without liability on the part of the Placement Agent to the Company, if (i) prior to delivery and payment for the Securities (A) trading or quotation in any of the Company’s securities generally shall have been suspended or limited by the Commission on or by the Nasdaq Stock Market LLC or any Trading Market, (B) trading in securities generally on either the Nasdaq Common Stock Market LLC or of the New York Stock Exchange Company shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges exchange, in the over-the-counter market or by the Commission or FINRA; Commission, (iiC) a general moratorium on commercial banking moratorium activities shall have been declared by any of federalfederal or state authorities or a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States, New York or Delaware authorities; (iiiD) there shall have occurred any outbreak or material escalation of national or international hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (E) there shall have occurred any other calamity or crisis or calamityany material change in general economic, political or any change financial conditions in the United States or international financial marketselsewhere, if the effect of any such event specified in clause (D) or any substantial change or development involving a prospective substantial change in United States or international political(E), financial, or economic conditions, as in the judgment of the Placement Agents Agent, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner and on contemplated by this Agreement, the terms described in Registration Statement, (ii) since the Prospectus or to enforce contracts for the sale time of securities; (iv) in the judgment execution of the Placement Agents this Agreement, there shall have occurred has been any Material Adverse Change; Change or (v) the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity calamity, whether or not covered by insurance, in each case which is not described in the Registration Statement, and is of such character as that in the sole judgment of the Placement Agents may interfere materially Agent would, individually or in the aggregate, result in a Material Adverse Change and which would, in the judgment of the Placement Agent, make it impracticable or inadvisable to proceed with the conduct offering or the delivery of the business Securities on the terms and operations in the manner contemplated in this Agreement, the Registration Statement, (iii) the Company shall have failed, refused or been unable to comply with the terms or perform any agreement or obligation of this Agreement or any subscription agreement entered into with Purchasers, other than by reason of a default by the Placement Agent, or (iv) any condition of the Company regardless of whether or Placement Agent’s obligations hereunder is not such loss shall have been insuredfulfilled. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Placement Agentother party, except that the Company shall be obligated to will reimburse all expenses of the Placement Agents pursuant to Section 9 (Agent for all of their out-of-pocket expenses actually incurred by them in connection with the “Payment of Expenses”) Placement and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 6, and Section 15 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Xxxxxxx Xxxxx by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or NASDAQ, (ii) trading in securities generally on either the Nasdaq Stock Market LLC 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 quotation system or stock exchanges exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or Delaware authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to market proceed with the 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; (ivv) in the judgment of the Placement Agents Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Xxxxxxx Xxxxx 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company Company, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Initial Purchasers by notice given to the Company if at any time after the Time of Sale (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware, Texas or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Initial Purchasers is material and adverse and makes it impracticable to market the 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 judgment of the Placement Agents 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, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents 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 12 10 shall be without liability on the part of (a) the Company or any Guarantor to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (b) any Placement Agent Initial Purchaser to the Company or any Guarantor, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Initial Purchasers by notice given to the Company Companies if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD, or a material disruption in securities settlement or clearance services in the United States shall have occurred; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware, Washington or Delaware any other state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Initial Purchasers is material and adverse and makes it impracticable to market the 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 judgment of the Placement Agents Initial Purchasers there shall have occurred any Material Adverse Change; or (v) either of the Company Companies shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Initial Purchasers may interfere materially with the conduct of the business and operations of the Company Companies regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the either Company to any Placement AgentInitial Purchaser, except that the each Company shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (b) any Placement Agent Initial Purchaser to the Company either Company, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Underwriters shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date, if (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 or waived by the Representative in writing, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE-MKT or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE-MKT shall have been suspended or limitedsuspended, or (iv) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on any the NYSE-MKT, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of federalits representations, New York warranties or Delaware authorities; covenants hereunder, (iiivii) there the Underwriters shall have occurred any outbreak or escalation become aware after the date hereof, of national or international hostilities or any crisis or calamityevents that are reasonably expected to result in (A) a Material Adverse Change, or any (B) a material adverse 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 general market conditions, in each case, as would make it impracticable, in the judgment Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery of the Placement Agents is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts made by the Underwriters for the sale of securitiesthe Securities, or (viii) a director of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (ivB) in becomes the judgment subject of a public action or investigation by a governmental body arising from conduct relating to the Placement Agents there shall have occurred Company (or such governmental body announces that it intends to take any Material Adverse Changesuch action or undertake any such investigation); or (vC) is enjoined, suspended or otherwise limited from serving as a director under the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredfederal securities laws. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”4(a)(vii) and Section 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Representative by notice given to the Company and the Escrow Issuer if at any time time: (i) trading or quotation in any of the CompanyGCA’s or Multimedia Games’ securities shall have been suspended or materially limited by the Commission or by the NYSE or by the Nasdaq Stock Market LLC Market, as applicable, other than any cessation of the trading of Multimedia Games’ securities related solely to the consummation of the Acquisition, or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by the Commission or FINRA; (ii) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal, federal or New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the 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, financial or economic conditions, as in the judgment of the Placement Agents Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the 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 securitiesFinal Offering Memorandum; (iv) in the judgment of the Placement Agents Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company calamity, regardless of whether or not such loss shall have been insured, of such character as in the judgment of the Representative 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 Final Offering Memorandum. Any termination pursuant to this Section 12 10 shall be without liability on the part of (ai) the Company Issuer or any Guarantor to any Placement AgentInitial Purchaser, except that the Company Issuer and, following the Escrow Release Date, the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company Issuer, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Until the Closing Date, this Agreement may be terminated by the Placement Agents an Initial Purchaser by giving one day’s notice as hereinafter provided to the Company if at any time (i) either the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition to the Initial Purchasers’ obligation hereunder is not fulfilled, (iii) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Offering Memorandum (exclusive of any supplement thereto), any material adverse change, in the condition, financial or otherwise, results of operations, business or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (iv) trading or quotation in any securities of the Company’s securities Company shall have been suspended or limited by the Commission or by the Nasdaq New York Stock Market LLC or Exchange, (v) trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange, NASDAQ National Market System or 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 exchange by the Commission or FINRA; (ii) a general banking moratorium such exchange or other regulatory body or governmental authority having jurisdiction or there shall have been a material disruption in the settlement of Securities which, in the judgment of Xxxxxxx, Xxxxx & Co. or Xxxxxx Brothers Inc., make it inadvisable or impractical to proceed with the offering or delivery of the Securities, or a banking moratorium is declared by any of federal, either federal or New York state authorities, (vi) on or Delaware authorities; after the date hereof, the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or an act of terrorism which, in the judgment of Xxxxxxx, Xxxxx & Co. or Xxxxxx Brothers Inc., make it inadvisable or impracticable to proceed with the offering or delivery of the Securities or (iiivii) there shall have occurred any outbreak been such a material adverse change in general economic, political or escalation of national or international hostilities or any crisis or calamityfinancial conditions, or any change 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 conditionsshall be such, as to, in the judgment of the Placement Agents is material and adverse and makes Xxxxxxx, Xxxxx & Co. or Xxxxxx Brothers Inc., make it inadvisable or impracticable to market proceed with the Securities in the manner and on the terms described in the Prospectus offering or to enforce contracts for the sale of securities; (iv) in the judgment delivery of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents 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 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) shall at all times be effective and shall survive such terminationSecurities.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware Cayman Islands 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, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; (iv) . Except as otherwise stated in this section, the judgment Agreement may not be terminated by the company prior to the completion of the Placement Agents there Engagement Period, other than for “Cause.” “Cause,” for the purpose of this Agreement, shall have occurred any Material Adverse Change; mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or (v) a material breach of the Agreement by XX Xxxxxx. In the event that the Company shall have sustained a loss by strikebelieves that XX Xxxxxx has engaged conduct constituting Cause, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as it must first notify XX Xxxxxx in the sole judgment writing of the Placement Agents may interfere materially with the conduct of the business facts and operations of the Company regardless of whether or not circumstances supporting such loss shall have been insuredan assertion(s) and allow XX Xxxxxx twenty (20) days to cure such alleged conduct. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Representative for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Representative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $50,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination. Upon termination or expiration of this Agreement, unless the Company terminates this Agreement for "Cause" as defined above or XX Xxxxxx'x material failure to provide the underwriting services contemplated by this agreement if the Company subsequently completes and public or private financing with any investors introduced to the Company by XX Xxxxxx at any time during the twelve (12) months after such termination, then XX Xxxxxx shall be entitled to receive the compensation as set forth in this Agreement.

Termination of this Agreement. (a) This The Representative shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date, if (i) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE MKT or trading in securities generally on either NYSE MKT, the Nasdaq New York Stock Market LLC Exchange or the NASDAQ shall have been suspended, (ii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE MKT, NASDAQ, or the New York Stock Exchange shall have been suspended Exchange, by such exchange or limited, or minimum or maximum prices shall have been generally established on any by order of such stock exchanges by the Commission or FINRA; any other governmental authority having jurisdiction, (iiiii) a general banking moratorium shall have been declared by any of federal, New York or Delaware California state authorities; , or (iiiiv) 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 or calamity, or any change in declaration by the United States of a national emergency or international war, any substantial change in financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial, financial or economic conditionsconditions or any other calamity or crisis, as in the judgment of the Placement Agents is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a suffers any loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of calamity, whether or not such loss shall have been insuredcovered by insurance, in the Representative’s reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares. Any termination If this Agreement is terminated pursuant to this Section 12 shall be without liability on 9 or the part purchase of (a) the Shares pursuant to the terms of this Agreement is not consummated for any reason, the Company will reimburse the Underwriters for all reasonable documented out-of-pocket expenses (including reasonable fees and disbursements of counsel up to any Placement Agenta maximum of $150,000) incurred by them in connection with the offering of the Securities, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section as set forth in Sections 7, and 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to and the Company Underwriters will have no further obligation or (c) of any party hereto to any other party liability hereunder except that the provisions of as set forth in Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination7 hereof.

Termination of this Agreement. (a) This The Representatives shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to any Date of Delivery, if (i) trading or quotation there has been, in any the judgment of the Company’s securities Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus (except as disclosed as of the date hereof in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus), any material adverse change, including any material adverse change as a result of a strike, fire, flood, earthquake, accident or other calamity, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one entity, whether or not arising in the ordinary course of business; (ii) the Company shall have failed, refused or been unable, at or prior to such Closing Date or Date of Delivery, as applicable, to perform any agreement on its part to be performed hereunder; (iii) any condition set forth in Section 5 to the Underwriters’ obligations to close is not fulfilled; (iv) trading in the Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the Market, New York Stock Exchange or the NYSE Amex Equities shall have been suspended or limited, or suspended; (v) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Stock Market, New York Stock Exchange or the NYSE Amex Equities, by such exchange or by order of such stock exchanges by the Commission or FINRAany other Governmental Authority having jurisdiction; (iivi) a general banking moratorium shall have been declared by any of federal, New York federal or Delaware state authorities; or (iiivii) 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 or international political, financial, financial or economic conditions, as or any other calamity or crisis that, in the judgment of the Placement Agents Representatives’ judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for completion of the sale of securities; (iv) in and payment for the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredSecurities. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”4(h) and Sections 6, 7, 13, 14 and 15 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated by the Placement Agents giving one day’s Initial Purchasers by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware, Massachusetts or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditions, as in the judgment of the Placement Agents Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the 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 reasonable judgment of the Placement Agents 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, terrorist attack, act of war accident or other calamity of such character as in the sole judgment of the Placement Agents Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and the Guarantors regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company or any Guarantor to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (b) any Placement Agent Initial Purchaser to the Company or the Guarantors, or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Placement Agent shall have the right to terminate this Agreement may be terminated (and the obligations of the Purchasers under subscription agreements entered into with the Company) by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date, without liability on the part of the Placement Agent to the Company, if (i) prior to delivery and payment for the Securities (A) trading or quotation in any of the Company’s securities generally shall have been suspended or limited by the Commission on or by the Nasdaq Stock Market LLC or any Trading Market, (B) trading in securities generally on either the Nasdaq Common Stock Market LLC or of the New York Stock Exchange Company shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges exchange, in the over-the-counter market or by the Commission or FINRA; Commission, (iiC) a general moratorium on commercial banking moratorium activities shall have been declared by any of federalfederal or state authorities or a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States, New York or Delaware authorities; (iiiD) there shall have occurred any outbreak or material escalation of national or international hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (E) there shall have occurred any other calamity or crisis or calamityany material change in general economic, political or any change financial conditions in the United States or international financial marketselsewhere, if the effect of any such event specified in clause (D) or any substantial change or development involving a prospective substantial change in United States or international political(E), financial, or economic conditions, as in the judgment of the Placement Agents Agent, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Statutory Prospectus and on the terms described in Prospectus, (ii) since the Prospectus or to enforce contracts for the sale time of securities; (iv) in the judgment execution of the Placement Agents this Agreement, there shall have occurred has been any Material Adverse Change; Change or (v) the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity calamity, whether or not covered by insurance, in each case which is not described in the Statutory Prospectus and the Prospectus, and is of such character as that in the sole judgment of the Placement Agents may interfere materially Agent would, individually or in the aggregate, result in a Material Adverse Change and which would, in the judgment of the Placement Agent, make it impracticable or inadvisable to proceed with the conduct offering or the delivery of the business Securities on the terms and operations in the manner contemplated in this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus, (iii) the Company shall have failed, refused or been unable to comply with the terms or perform any agreement or obligation of this Agreement or any subscription agreement entered into with Purchasers, other than by reason of a default by the Placement Agent, or (iv) any condition of the Company regardless of whether or Placement Agent’s obligations hereunder is not such loss shall have been insuredfulfilled. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Placement Agentother party, except that the Company shall be obligated to will reimburse all expenses of the Placement Agents pursuant to Section 9 (Agent for all of their out-of-pocket expenses actually incurred by them in connection with the “Payment of Expenses”) Placement and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) 6, and Section 15 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Underwriters by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware British Virgin Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States States’ or international political, financial, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; , (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accidenttheft, terrorist attack, act of war sabotage or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $250,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) This The Representatives shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted the securities markets or there has been a material adverse change in general financial, political or economic conditions, in each case, the effect of which is to make it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Shares, (ii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC Market, the NYSE or the New York Stock Exchange NYSE MKT shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other Governmental Entity, (iiiv) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware State authorities; , (iiiv) 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 or calamity, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change or development involving a prospective substantial change in United States or international political, financial, financial or economic conditionsconditions or any other calamity or crisis, as in each case, the effect of which is to make it, in the reasonable judgment of the Placement Agents is material and adverse and Representatives, impracticable or inadvisable to market the Shares, or (vi) there has been, since the time of execution of this Agreement, any Material Adverse Effect that, in the reasonable judgment of the Representatives, makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Prospectus Shares or to enforce contracts for the sale of securities; (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredShares. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 5(h), Section 7 and Sections 11 (“Indemnification”) through 19, inclusive, hereof shall at all times be effective and shall survive such termination. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 shall remain in effect.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Placement Agents giving one day’s Representative by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Delaware Cayman Islands 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, financial or economic conditionsconditions that, as in the reasonable judgment of the Placement Agents 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; (iv) . Except as otherwise stated in this section, the judgment Agreement may not be terminated by the company prior to the completion of the Placement Agents there Engagement Period, other than for “Cause.” “Cause,” for the purpose of this Agreement, shall have occurred any Material Adverse Change; mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence or (v) a material breach of the Agreement by XX Xxxxxx. In the event that the Company shall have sustained a loss by strikebelieves that XX Xxxxxx has engaged conduct constituting Cause, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as it must first notify XX Xxxxxx in the sole judgment writing of the Placement Agents may interfere materially with the conduct of the business facts and operations of the Company regardless of whether or not circumstances supporting such loss shall have been insuredan assertion(s) and allow XX Xxxxxx twenty (20) days to cure such alleged conduct. Any termination pursuant to this Section 12 8 shall be without liability on the part of (a) the Company to any Placement Agentof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse all the Representative for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Placement Agents pursuant to Section 9 (Representative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the “Payment of Expenses”) and Section 10 (Company; provided, however, that all such expenses shall not exceed $50,000 in the “Reimbursement of Placement Agents’ Expenses”) hereofaggregate, (b) any Placement Agent the Underwriters to the Company Company, or (c) of any party hereto to any other party except that the provisions of Section 11 4 (“Indemnification”with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 7 shall at all times be effective and shall survive such termination. Upon termination or expiration of this Agreement, unless the Company terminates this Agreement for “Cause” as defined above or XX Xxxxxx’x material failure to provide the underwriting services contemplated by this agreement if the Company subsequently completes and public or private financing with any investors introduced to the Company by XX Xxxxxx at any time during the twelve (12) months after such termination, then XX Xxxxxx shall be entitled to receive the compensation as set forth in this Agreement.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by the Placement Agents giving one day’s notice to the Company if as hereinafter specified at any time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted the securities markets or there has been a material adverse change in general financial, political or economic conditions, in each case, the effect of which is to make it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to market the Shares, (ii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC NYSE American or trading in securities generally on either the Nasdaq Stock Market LLC Market, the NYSE or the New York Stock Exchange NYSE MKT shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of such stock exchanges by the Commission or FINRA; any other Governmental Entity, (iiiv) a general banking moratorium shall have been declared by any of federal, federal or New York or Delaware State authorities; , (iiiv) 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 or calamity, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change or development involving a prospective substantial change in United States or international political, financial, financial or economic conditionsconditions or any other calamity or crisis, as in each case, the effect of which is to make it, in the reasonable judgment of the Placement Agents is material and adverse and makes it Underwriter, impracticable or inadvisable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; Shares, (iv) in the judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a suffers any loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war accident or other calamity calamity, whether or not covered by insurance, the effect of such character as which is to make it, in the sole reasonable judgment of the Placement Agents may interfere materially with Underwriter, impracticable or inadvisable to market the conduct Shares or to enforce contracts for the sale of the business and operations Shares or (vii) there has been, since the time of execution of this Agreement, any Material Adverse Effect that, in the reasonable judgment of the Company regardless Underwriter, makes it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of whether or not such loss shall have been insuredthe Shares. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 5(h), Section 7 and Sections 11 (“Indemnification”) through 19, inclusive, hereof shall at all times be effective and shall survive such termination.. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 shall remain in effect. Oragenics, Inc. 20 Underwriting Agreement

Termination of this Agreement. (a) This Agreement may be terminated jointly by the Placement Agents giving one day’s J.X. Xxxxxx Securities plc and Deutsche Bank AG, Singapore Branch by notice given to the Company Company, if at any time after the execution and delivery of this Agreement and on or prior to the Closing Date: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market LLC any exchange or in any over-the-counter market; (ii) trading in securities generally on either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspended or limited, materially limited on or minimum or maximum prices shall have been generally established on by any of such stock exchanges by the Commission Hong Kong Stock Exchange, the SGX-ST, the New York Stock Exchange, NYSE MKT LLC, The Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or FINRAthe Chicago Board of Trade; (iiiii) a general banking moratorium shall have been declared by any of federalUnited States or New York, New York Singapore, Hong Kong or Delaware the PRC 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 financial markets or any calamity or crisis, either within or outside the United States or international financial marketsStates, or any substantial change or development involving a prospective substantial change in United States or international political, financial, or economic conditionsthat, as in the judgment of the Placement Agents Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the 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 judgment of the Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Placement Agents 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any Placement AgentInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse all the expenses of the Placement Agents Initial Purchasers pursuant to Section 9 (the “Payment of Expenses”) Sections 4 and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) 6 hereof, (bii) any Placement Agent Initial Purchaser to the Company or any Guarantor, or (ciii) of any party hereto to any other party except that the provisions of Section 11 (“Indemnification”) Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.