Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by 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 Representatives is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuers to any Initial Purchaser, except that the Issuers shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the Issuers, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities by the Initial Purchasers on the Closing Date Act, this Agreement may be terminated by the Representatives Underwriters by written notice given to the Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the 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’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives 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, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of 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 or the Selling Shareholders are in material breach of any of their respective 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 Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vi) 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 10 shall be without liability on the part of (a) the Issuers Company and the Selling Shareholders to any Initial Purchaserof the Underwriters, except that the Issuers Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Representatives and Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Initial Purchasers pursuant to Sections 4 and 6 hereofCompany; provided, however, that all such expenses shall not exceed $180,000 in the aggregate, (b) any Initial Purchaser the Underwriters to the IssuersCompany and the Selling Shareholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 6 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the first Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchange, the Nasdaq Stock Market or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the Issuers, Company or any person controlling the Company or the Selling Shareholders or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Stockholders if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe New York Stock Exchange, or (b) trading in securities generally on any exchange the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any either of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 11 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior The Representative may terminate this Agreement with respect to the purchase of Notes by notice to the Securities by the Initial Purchasers Company at any time on or prior to the Closing Date this Agreement may be terminated by in the Representatives by notice given to event that the Company if shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or 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 any exchangethe NYSE, or trading in securities generally on any exchange either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York authorities; (iiiiv) there shall have occurred any been (A) an outbreak or escalation of national hostilities between the United States and any foreign power, (B) an outbreak or international hostilities escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis or calamity, or any change in involving the United States or international financial markets, or (D) any substantial change or development involving a prospective substantial change in United States’ general economic, political or international politicalfinancial conditions which has an effect on the U.S. financial markets that, financial or economic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representatives is material and adverse and Representative, makes it impracticable or inadvisable to market proceed with the Securities in offer, sale and delivery of the manner and on the terms described Notes as disclosed in the Pricing Disclosure Package and or the Final Offering Memorandum Memorandum, exclusive of any amendment or to enforce contracts for the sale of securitiessupplement thereto; or (ivv) in the judgment of the Representatives Representative there shall have occurred or exist any Material Adverse Change; event or (vcondition a type described in Section 2(l) the Company shall have sustained a loss by strikehereof or any other loss, fire, flood, earthquake, accident event or other calamity of such character as in the judgment of the Representatives 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 10 8 shall be without liability on the part of (ai) the Issuers Company to any Initial Purchaser, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and Section 6 hereof, (bii) any Initial Purchaser to the IssuersCompany, or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time time: (ii)(x) trading or quotation in any of the Company’s or Parent Guarantor’s securities shall have been suspended or limited by the Commission or by any exchangethe New York Stock Exchange (the “NYSE”), or (y) trading in securities generally on any exchange either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 10, shall be without liability on the part of (ax) the Issuers Company or any Guarantor to any Initial Purchaser, except that the Issuers Company and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (by) any Initial Purchaser to the IssuersCompany, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior The Initial Purchasers may terminate this Agreement by notice given by the Representatives to the purchase Company, if after the execution and delivery of the Securities by the Initial Purchasers on this Agreement and prior to the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities generally shall have been suspended or materially limited by the Commission or by any exchangeon, or by, as the 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 in of any securities generally on any exchange 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 clearance services in the settlement of such trading United States shall have been materially disrupted or minimum or maximum prices shall have been generally established occurred, (iv) any moratorium on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general commercial banking moratorium activities shall have been declared by any of federal, federal or New York, 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 Representatives Representatives, 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 the Representatives, 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 Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securitiesMemorandum; (ivvi) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvii) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (ai) the Issuers Company or any Guarantor to any Initial Purchaser, except that the Issuers Company and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 5 and 6 7 hereof, (bii) any Initial Purchaser to the IssuersCompany, or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 9 and Section 8 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities by the Initial Purchasers on the Closing Date Act, this Agreement may be terminated by the Representatives Underwriters by written notice given to the Company and the Selling Shareholder if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New Yorkregional, local or Delaware other foreign 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’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives 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, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of 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 or the Selling Shareholder are in material breach of any of their respective 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 Offering, or (vi) 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 Offering. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuers Company and the Selling Shareholder to any Initial Purchaserof the Underwriters, except that the Issuers Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Representatives and Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Initial Purchasers pursuant to Sections 4 and 6 hereofCompany; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) any Initial Purchaser the Underwriters to the IssuersCompany and the Selling Shareholder, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 6 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time subsequent to the execution of this Agreement (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, Inc., or trading in securities generally on any exchange either the Nasdaq Stock Market, Inc., or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeChange to the Company; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives Jefferies and BofA 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 any exchangethe NASDAQ, or trading in securities generally on any exchange either the NASDAQ or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, or Delaware Iowa 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 Representatives Jefferies and BofA is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Jefferies and BofA there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies and BofA 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 10 12 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Initial Purchaser Underwriter to the IssuersCompany; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company or the Selling Stockholders, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Representative 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 or by any exchangeNYSE, or trading in securities generally on any exchange either the Nasdaq Stock Market, NYSE, or the Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of U.S. federal, United Kingdom, European Union, New York, 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 Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 shall be without liability on the part of (ai) the Issuers Company or any Guarantor to any Initial Purchaser, except that the Issuers Company and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the IssuersCompany, or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company or, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date this Agreement may be maybe terminated by the 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 any exchangethe Nasdaq Stock Market or the Indian Exchanges, or trading in securities generally on any exchange of the Nasdaq Stock Market, the New York Stock Exchange or one of the Indian Exchanges shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchangethe Commission, the Commission NASD or the FINRAany Indian regulatory authorities; (ii) a general banking moratorium shall have been declared by any of federalUnited States, Indian, New York, York or Delaware California authorities; (iii) there shall have occurred any outbreak or escalation of national United States, Indian or other international hostilities or any crisis or calamity, or any change in the United States States, Indian or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ , Indian or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities Offered ADSs in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date and each Option Closing Date, if applicable, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities by the Initial Purchasers on the Closing Date Act, this Agreement may be terminated by the Representatives 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 any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the 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’ U.S. or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securitiesOffered Securities; (iv) in the judgment of the Representatives 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, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of 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 Material Adverse 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 10 8 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaserof the Underwriters, except that the Issuers Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Representatives and Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Initial Purchasers pursuant to Sections 4 and 6 hereofCompany, (b) any Initial Purchaser the Underwriters to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 7 shall at all times be effective and shall survive such termination; provided, that the parties hereto acknowledge and agree that in the event that the Company completes an offering with a party introduced to the Company by the Representative during the twelve (12) month period following the termination of the Engagement Agreement (as defined below), the Representative shall be entitled to the compensation and expenses set forth under Section 2, Section 4 and this Section 8, pursuant to Section 5 of the Engagement Agreement.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any time after the date of this Agreement (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe NYSE, or trading in securities generally on any exchange either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 shall be without liability on the part of (a) the Issuers Company or any Guarantor to any Initial Purchaser, except that the Issuers Company and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the IssuersCompany or any Guarantor, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Offered Shares by the Initial Purchasers Underwriter on the Closing Date Date, this Agreement may be terminated by the Representatives 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 any exchangethe Nasdaq Global Market, or trading in securities generally on any exchange either the Nasdaq Global Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ or international political, financial or economic conditions, as in the judgment of the Representatives Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 11 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriter pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser the Underwriter to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date Date, this Agreement may be terminated by the Representatives Representative by written notice given to the Company and the Custodian 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 any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 9 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities by the Initial Purchasers on the Closing Date Act, this Agreement may be terminated by the Representatives 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 any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the 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’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives 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, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of 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) 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 or to enforce contracts for the sale of the Securities, or (vii) 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 or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 10 8 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaserof the Underwriters, except that the Issuers Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Representatives and Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Initial Purchasers pursuant to Sections 4 and 6 hereofCompany; provided, however, that all such expenses shall not exceed $125,000 in the aggregate, (b) any Initial Purchaser the Underwriters to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Issuer if at any time time: (i) trading or quotation in any of the Company’s or the Issuer’s securities shall have been suspended or materially limited by the Commission or by any exchangeCommission, or (ii) trading in securities generally on any exchange either the NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or materially limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York 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 or economic conditions, as in the judgment of the 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 Pricing General Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company or the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company or the Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuers Company or the Issuer to any Initial PurchaserUnderwriter, except that the Issuers Company and the Issuer shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5(h) and 6 8 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany and the Issuer, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Issuer if at any time time: (i) trading or quotation in any of the Company’s or the Issuer’s securities shall have been suspended or materially limited by the Commission or by any exchangeCommission, or (ii) trading in securities generally on any exchange either the NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or materially limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York 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 or economic conditions, as in the judgment of the 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 Pricing General Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company or the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company or the Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎10 shall be without liability on the part of (a) the Issuers Company or the Issuer to any Initial PurchaserUnderwriter, except that the Issuers Company and the Issuer shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 ‎5(h) and 6 ‎8 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany and the Issuer, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 ‎9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Global Market, or trading in securities generally on any exchange either the Nasdaq Global Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders or any person controlling the Company or the Selling Stockholders, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any time after the date of this Agreement: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangeNASDAQ, or trading in securities generally on any exchange either NASDAQ or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives Initial Purchasers is material and adverse and makes it impracticable to market proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company and its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 shall be without liability on the part of (ai) the Issuers Company or any Guarantor to any Initial Purchaser, except that the Issuers Company and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the IssuersCompany, or (ciii) of any party hereto to any other party except as aforesaid and party, except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives Representative 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 any exchangethe Nasdaq, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 11 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives The Underwriter, by notice given to the Company Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, The Nasdaq Global Select Market or (b) trading in securities generally on any exchange either The Nasdaq Global Select Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaserthe Underwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and Underwriter to the Initial Purchasers pursuant to extent provided in Sections 4 and 6 7 hereof, (b) any Initial Purchaser the Underwriter to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities by the Initial Purchasers on the Closing Date Act, this Agreement may be terminated by the Representatives Representative by written notice given to the Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company’s securities Ordinary Shares shall have been suspended or limited by the Commission or by any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the 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’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives 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, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of 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 or the Selling Shareholders are in material breach of any of their respective representations, warranties or covenants hereunder, (vi) 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 or to enforce contracts for the sale of the Offered Securities, 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 Material Adverse Change in general market conditions as in the Representative’s commercially reasonable judgment would make it impracticable to proceed with the Offering or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuers Company and the Selling Shareholders to any Initial Purchaserof the Underwriters, except that the Issuers Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Representative for only those out-of-pocket expenses (including the reasonable fees and expenses of its counsel, and expenses associated with a due diligence report), actually incurred by the Representatives and Representative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Initial Purchasers pursuant to Sections 4 and 6 hereofCompany; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) any Initial Purchaser the Underwriters to the IssuersCompany and the Selling Shareholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 6 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities by the Initial Purchasers on the Closing Date Act, this Agreement may be terminated by the Representatives 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 any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the 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’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives 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, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of 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 Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vii) 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 10 8 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaserof the Underwriters, except that the Issuers Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Representatives and Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Initial Purchasers pursuant to Sections 4 and 6 hereofCompany; provided, however, that all such expenses shall not exceed $300,000 in the aggregate, (b) any Initial Purchaser the Underwriters to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, Inc., or trading in securities generally on any exchange the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or Delaware authoritiesCalifornia authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives there shall have occurred any a Material Adverse Change; , or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and hereto except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities by the Initial Purchasers on the Closing Date Act, this Agreement may be terminated by the Representatives 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 any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the 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’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives 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, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of 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 10 8 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaserof the Underwriters, except that the Issuers Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Representatives and Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Initial Purchasers pursuant to Sections 4 and 6 hereofCompany; provided, however, that all such expenses shall not exceed $150,000 in the aggregate, (b) any Initial Purchaser the Underwriters to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vb) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment case of any of the Representatives may interfere materially events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the conduct of Common Shares in the business manner and operations of on the Company regardless of whether or not such loss shall have been insuredterms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives 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 or by any exchangethe NYSE, or trading in securities generally on any exchange either NASDAQ or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware Ohio 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 Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company and its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 shall be without liability on the part of (ai) the Issuers Company or any Subsidiary Guarantor to any Initial Purchaser, except that the Issuers Company and the Subsidiary Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the IssuersCompany, or (ciii) of any party hereto to any other party except as aforesaid and party, except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company Issuers if at any time time: (i) trading or quotation in any of the CompanyParent’s securities shall have been suspended or limited by the Commission or by any exchange, or the Nasdaq Stock Market; (ii) trading in securities generally on any exchange either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, New York, 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’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (vvi) the Company Parent or its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company Parent regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (ai) the Issuers or any Initial Guarantor to any Initial Purchaser, except that the Issuers and the Initial Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the Issuers, or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 8, 9, 12 and Section 8 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives 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 any exchangethe Exchange, or trading in securities generally on any exchange the New York Stock Exchange, Nasdaq Global Select Market, Nasdaq Global Market, the Exchange or the NYSE MKT LLC shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware Massachusetts authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Initial Purchaser Underwriter to the IssuersCompany; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date Date, this Agreement may be terminated by the Representatives 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 any exchange, the Nasdaq Stock Market or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federalFederal, New York, Pennsylvania 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum Circular or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 9 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaser, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Initial Purchasers and the Initial Purchasers pursuant to -27- 28 Sections 4 5 and 6 hereof, (b) any Initial Purchaser to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives Cantor 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 any exchangethe NASDAQ, or trading in securities generally on any exchange either the NASDAQ or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware authoritiesCalifornia 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’ or international political, financial or economic conditions, as in the judgment of the Representatives Cantor is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Cantor there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Cantor 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 10 12 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Initial Purchaser Underwriter to the IssuersCompany; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives 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 any exchangethe Nasdaq, or trading in securities generally on any exchange either the Nasdaq or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, or Delaware German authorities; (iii) there shall have occurred or exists any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity (including escalation of any pandemic or similar global health crisis), or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Initial Purchaser Underwriter to the IssuersCompany; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives The Representative, by notice given to the Company and the Selling Stockholders, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, the Nasdaq National Market or (b) trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers pursuant Underwriters to the extent provided in Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company or the Selling Shareholders, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives 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 any exchangethe NASDAQ Global Select Market, or trading in securities generally on any exchange either the NASDAQ Global Select Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Louisiana 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’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any Guarantor shall have sustained a loss by fire, strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Initial Purchasers, may interfere materially with the conduct of the business and operations operation of the Company or the Guarantors, considered as one entity, regardless of whether or not such loss shall have been insured, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuers Company or any Guarantor to any Initial Purchaser, except that the Issuers Company and any Guarantor shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections Section 4 and to the extent applicable Section 6 hereof, (b) any Initial Purchaser to the IssuersCompany or any Guarantor, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Virginia 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company or the Selling Shareholders, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe NYSE, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, California 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’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company or the Operating Partnership shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company or the Operating Partnership regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Issuers Company or the Operating Partnership to any Initial PurchaserUnderwriter, except that the Issuers Company and the Operating Partnership shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Operating Partnership, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives The Representative, by notice given to the Company and the Selling Stockholders, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or 2085477v11 quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, the NASDAQ or (b) trading in securities generally on any exchange either the NASDAQ or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York authorities; (iii) any major disruption of settlements of securities, payment or clearance services in the United States which adversely affects the ability of the Underwriters to complete the offering contemplated by this Agreement; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 13 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial Purchaserthe Underwriters, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives Underwriters to the extent provided in Sections 6 and the Initial Purchasers pursuant to Sections 4 and 6 9 hereof, (b) any Initial Purchaser the Underwriters to the IssuersCompany and the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 10, 11 and Section 8 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date Date, this Agreement may be terminated by the Representatives 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 any exchange, the Nasdaq Stock Market or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum Circular or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 9 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaser, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Initial Purchasers and the Initial Purchasers pursuant to Sections 4 5 and 6 hereof, (b) any Initial Purchaser to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq National Market, or trading in securities generally on any exchange either the Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in Section 9(a)(i)-(v), such event singly or together with any other event makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the Issuers, Company or any person controlling the Company or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives 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 any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, or Delaware authorities; (iii1) there shall have occurred has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any outbreak or escalation of national or international hostilities or any crisis or calamitychange, or any development or event or condition of the type described in Section 6(b), whether or not arising in the ordinary course of business, which individually or in the aggregate, in the sole judgment of the Representative is material and adverse and makes it impractical or inadvisable to market the Offered Shares or to enforce contracts for the sale of the Offered Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any substantial change or development involving a prospective substantial change in United States’ national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives is material and adverse and makes it Representative, impracticable or inadvisable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Offered Shares or to enforce contracts for the sale of securities; the Offered Shares, (iv3) if trading in the judgment Common Shares has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Representatives there Company on any exchange or in the over-the-counter market shall have occurred any Material Adverse Change; and be continuing (other than a voluntary suspension of trading or withdrawal of the Company’s listing on the TSX Venture Exchange), (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (v6) the Company shall have sustained if a loss banking moratorium has been declared by strike, fire, flood, earthquake, accident either U.S. Federal or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredNew York authorities. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 hereof, Section 7 hereof or (b) any Initial Purchaser Underwriter to the IssuersCompany; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date Date, this Agreement may be terminated by the Representatives Underwriter 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 Commission, the Nasdaq National Market or by any exchange, the Nasdaq SmallCap Market or trading in securities generally on any exchange either the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, New Jersey or Delaware Minnesota 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 or economic conditions, as in the reasonable judgment of the Representatives Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Underwriter there shall have occurred any Material Adverse Change; or (v) the Company or PPG shall have sustained a loss by strike, fire, flood, earthquake, storm, accident or other calamity of such character as in the reasonable judgment of the Representatives Underwriter may interfere materially with the conduct of the business and operations of the Company or PPG regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaserthe Underwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriter pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser the Underwriter to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives 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 any exchangethe NASDAQ Global Market, or trading in securities generally on any exchange either the NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ or international political, financial or economic conditions, as in the judgment of the Representatives either 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives either Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives may either Underwriter is reasonably likely 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 10 12 shall be without liability on the part of (a) the Issuers Company to any Initial Purchasereither Underwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser either Underwriter to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Representative shall have the right to the purchase of the Securities by the Initial Purchasers on the Closing Date terminate this Agreement may be terminated by the Representatives by giving notice given to the Company if as hereinafter specified at any time at or prior to the Closing Date, if in the discretion of the Representative, (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 judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the 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 any exchangeCommission, the NASDAQ Capital Market or trading in securities generally on any exchange the NASDAQ Global Market, New York Stock Exchange or NYSE MKT shall have been suspended suspended, (iii) minimum or limited, the settlement of such maximum prices for trading shall have been materially disrupted or minimum fixed, or maximum ranges for prices for securities shall have been generally established required, on any of such stock exchanges the NASDAQ Global Market, New York Stock Exchange, or NYSE MKT, by such exchange, exchange or by order of the Commission or the FINRA; any other governmental authority having jurisdiction, (iiiv) a general banking moratorium shall have been declared by any of federalfederal or New York or Florida state authorities, New York, or Delaware 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’ States or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum conditions or to enforce contracts for the sale of securities; any other calamity or crisis or (ivvi) in the judgment of the Representatives there shall have occurred any a Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredEffect. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuers to any Initial Purchaser, except that the Issuers shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the Issuers, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 5(a)(viii) and Section 8 7 hereof shall at all times be effective and shall survive such termination.. Exhibit 1.1

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholder 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 any exchangethe Nasdaq, or trading in securities generally on any exchange either the Nasdaq or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges exchange or trading system by such exchange, the Commission or the FINRANASD or a material disruption in securities settlement, payment 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 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 U.S. 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 sole judgment of the Representatives is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the sole judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (ai) the Issuers Company or the Selling Shareholder to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 7 hereof, (bii) any Initial Purchaser Underwriter to the Issuers, Company or the Selling Shareholder or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time time: (i) trading or quotation in any of Verra Mobility or the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market or in any exchangeover-the-counter market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, pandemic or other calamity of such character as in the judgment of the Representatives 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 10 shall be without liability on the part of (ai) the Issuers Company or any Guarantor to any Initial Purchaser, except that the Issuers Company and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the IssuersCompany, or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives The Representatives, by notice given to the Company and the Selling Stockholder, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, the American Stock Exchange or (b) trading in securities generally on any exchange the American Stock Exchange, the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholder to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant Underwriters to the extent provided in Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholder, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time after the date hereof and prior to the First Closing Date: (ia) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, the Nasdaq or trading in securities generally on any exchange either the NYSE or Nasdaq shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRAexchanges; (iib) a general banking moratorium shall have been declared by any of federal, either U.S. federal or New York, or Delaware York state authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market proceed with the offering or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum IPO Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 ‎Section 11 shall be without liability on the part of (ai) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections ‎Section 4 and or ‎Section 6 hereof, hereof or (bii) any Initial Purchaser Underwriter to the IssuersCompany; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 ‎Section 8 and Section 8 ‎Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date Date, this Agreement may be terminated by the Representatives 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 any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, Georgia 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (a) the Issuers Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Shareholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe NASDAQ Global Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Jefferies, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Global Market, or trading in securities generally on any exchange either the Nasdaq Global Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangeThe Nasdaq Stock Market, Inc., or trading in securities generally on any exchange either the Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such national stock exchanges exchange or automated quotation system by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in Robexxxxx Xxxpxxxx' xxdgement, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the Issuers, Company or any person controlling the Company or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any time (i) trading in securities generally on either the Nasdaq Stock Market or quotation in any of the Company’s securities New York Stock Exchange shall have been suspended or limited by the Commission or by any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or Delaware California authorities; (iii) there shall have occurred any attack on or act of terrorism involving the United States, any declaration of war on or by the United States, outbreak or any 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 reasonable judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable to market the Securities Notes in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives 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 or other calamity of such character as in the reasonable judgment of the Representatives 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 10 shall be without liability on the part of (aA) the Issuers Company to any Initial Purchaser, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections Section 4 and and, in the case of clause (iv) above, Section 6 hereof, (bB) any Initial Purchaser to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in Section 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the Issuers, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.to

Termination of this Agreement. Prior On or prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date this Agreement may be terminated by the Representatives Initial Purchaser 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 any exchangethe Nasdaq National Market, or trading in securities generally on any exchange either the Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware authoritiesauthority; (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 Representatives Initial Purchaser is material and adverse and makes it impracticable to market the Securities Debentures in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchaser there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may Initial Purchaser may, singly or in the aggregate, 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 10 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaser, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Purchaser pursuant to Sections 4 and 6 7 hereof, (b) any the Initial Purchaser to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, or trading in securities generally on any exchange either The Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change in United States’ or international political, financial or economic conditions, or any development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in each case as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as Change that in the judgment of the Representatives may interfere materially with makes it impracticable to market the conduct Offered Shares in the manner and on the terms described in the Time of the business and operations of the Company regardless of whether or not such loss shall have been insuredSale Prospectus. Any termination pursuant to this Section 10 11 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that that, in each such case, the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Initial Purchaser by notice given to the Company Issuers 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 any exchange, the New York Stock Exchange or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives Initial Purchaser is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchaser there shall have occurred any Material Adverse Change; or (v) Holdings, the Company and its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchaser 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 10 shall be without liability on the part of (ai) the Issuers to any the Initial Purchaser, except that the Issuers shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Purchaser pursuant to Sections 4 and 6 hereof, (bii) any the Initial Purchaser to the Issuers, or (ciii) of any party hereto to any other party except as aforesaid and party, except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; National Association of Securities Dealers, LLC, (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company or the Selling Stockholders, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Shares by the Initial Purchasers Underwriters on the Closing Date Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholders 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 any exchangethe NASDAQ or the JSE, or trading in securities generally on any exchange either the NASDAQ, the NYSE or the JSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (iiexchanges;(ii) a general banking moratorium shall have been declared by any of U.S. federal, New York, South African or Delaware Singapore 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 Representatives 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Shareholders; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company or the Selling Stockholders, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Global Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, the Nasdaq Global Market or trading in securities generally on any exchange the New York Stock Exchange or the Nasdaq Global Market shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, Federal or New York, York authorities or Delaware authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any material or 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 politicaleconomic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or economic conditionsthe effect of international conditions on the financial markets in the United States shall be such), as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, 7 hereof or (b) any Initial Purchaser Underwriter to the Issuers, Company or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such terminationSelling Stockholders.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s 's or any Guarantor's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, North Carolina 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 Representatives Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any Guarantor shall have sustained a loss by strike, firethe, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 shall be without liability on the part of (a) the Issuers Company or any Guarantor to any Initial Purchaser, Purchaser except that the Issuers Company and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the IssuersCompany or any Guarantor, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives by notice given to the Company Company, RGF LLC and the Selling Stockholder 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 any exchangethe Nasdaq, or trading in securities generally on any exchange either the Nasdaq or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, New Jersey 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’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company or RGF LLC shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company or RGF LLC regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Issuers Company, RGF LLC or the Selling Stockholder to any Initial PurchaserUnderwriter, except that the Issuers Company and RGF LLC shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholder; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriters shall have the right to terminate this Agreement by notice given by the Representative to the purchase of the Securities by the Initial Purchasers on Company as hereinafter specified at any time at or prior to the Closing Date this Agreement may be terminated by the Representatives by notice given or any Option Closing Date (as to the Company Option Shares to be purchased on such Option Closing Date only), if at any time (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 Representative, 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 any exchange, Nasdaq or trading in securities generally on any exchange the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American shall have been suspended suspended, (iii) minimum or limited, the settlement of such maximum prices for trading shall have been materially disrupted or minimum fixed, or maximum ranges for prices for securities shall have been generally established required, on any of such stock exchanges the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American, by such exchange, exchange or by order of the Commission or the FINRA; any other Governmental Entity, (iiiv) a general banking moratorium shall have been declared by any of federalfederal or New York State authorities, New York, or Delaware 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’ States or international political, 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 Representatives is material and adverse and makes it Representative, impracticable or inadvisable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; Shares, (iv) in the judgment of the Representatives 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 or other calamity calamity, whether or not covered by insurance, the effect of such character as which is to make it, in the reasonable judgment of the Representatives may interfere materially with Representative, 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 Representative, 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 10 shall be without liability on the part of (a) the Issuers to any Initial Purchaser, except that the Issuers shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the Issuers, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 5(a)(viii) and Section 8 7 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 Sections 2 and 3 shall remain in effect.

Termination of this Agreement. Prior to the purchase of the Securities Firm ADSs by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time if, since the execution and delivery of this Agreement: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe NASDAQ, or trading in securities generally on any exchange the NASDAQ shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New YorkXxx Xxxx, or Delaware XXX, Xxxxxx Xxxxxxx, Xxxx Xxxx, Xxxxx and Malaysia 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 Representatives Representative is material and adverse and makes it impracticable to market the Securities Offered ADSs in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (b) any Initial Purchaser Underwriter to the IssuersCompany; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; NASD, (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company or the Selling Stockholders, or (cz) of any party hereto to any other party except as aforesaid and party, except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination, except with respect to the expenses to be paid by the Selling Stockholders pursuant to Section 5 hereof.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the S-A 29 Company regardless of whether or not such loss shall have -have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated by in the Pricing Disclosure Package and the Final Offering Memorandum Primary Prospectuses or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured and (b) in the case of any of the events specified 9(a)(i)-(v), such event individually or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated the Prospectuses. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives 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 or by any exchangethe NYSE, or trading in securities generally on any exchange either NASDAQ or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware Ohio 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 Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities Debentures in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company and its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 shall be without liability on the part of (ai) the Issuers Company or any Subsidiary Guarantor to any Initial Purchaser, except that the Issuers Company and the Subsidiary Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the IssuersCompany, or (ciii) of any party hereto to any other party except as aforesaid and party, except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; and (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives The Underwriter, by notice given to the Company and the Selling Stockholder, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, The Nasdaq Global Select Market or (b) trading in securities generally on any exchange either The Nasdaq Global Select Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (a) the Issuers Company and the Selling Stockholder to any Initial Purchaserthe Underwriter, except that the Issuers Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Representatives Underwriter to the extent provided in Sections 6 and the Initial Purchasers pursuant to Sections 4 and 6 9 hereof, (b) any Initial Purchaser the Underwriter to the IssuersCompany or the Selling Stockholder, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 10 and Section 8 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities by the Initial Purchasers on the Closing Date Act, this Agreement may be terminated by the Representatives 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 any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the 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’ ’, PRC’s or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives 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, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of 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 10 8 shall be without liability on the part of (a) the Issuers Company to any Initial Purchaserof the Underwriters, except that the Issuers Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Representatives and Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Initial Purchasers pursuant to Sections 4 and 6 hereofCompany; provided, however, that all such expenses shall not exceed $180,000 in the aggregate, (b) any Initial Purchaser the Underwriters to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 8 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange, or trading in securities generally on any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by 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 Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuers to any Initial Purchaser, except that the Issuers shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the Issuers, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives by notice given to the Company Issuers if at any time time: (i) trading or quotation in any of the CompanyPartnership’s securities shall have been suspended or limited by the Commission or by any exchangethe NYSE, or trading in securities generally on any exchange either the NASDAQ Stock Market or the NYSE shall have been suspended or materially limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, York or Delaware state of the Issuers’ formation or incorporation 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 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 Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company Partnership shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company Partnership Entities considered as one enterprise regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (ai) the Issuers Partnership Parties to any Initial Purchaser, except that the Issuers Partnership Parties shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the Issuers, Partnership Parties or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in Section 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated by the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the Issuers, Company or any person controlling the Company or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Xxxxxxx Xxxxx by notice given to the Company Issuer if at any time time: (i) trading or quotation in any of the CompanyIssuer’s securities shall have been suspended or limited by the Commission or by any exchangethe New York Stock Exchange (the “NYSE”), or trading in securities generally on any exchange either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Xxxxxxx Xxxxx there shall have occurred any Material Adverse ChangeEffect; or (v) the Company Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Xxxxxxx Xxxxx may interfere materially with the conduct of the business and operations of the Company Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (ai) the Issuers Issuer to any Initial Purchaser, except that the Issuers Issuer and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the IssuersIssuer, or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Global Select Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Georgia 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’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives 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 any exchangethe New York Stock Exchange (the “NYSE”), or trading in securities generally on any exchange either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware Texas authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (v) the Company or any of the Subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company or any of the Subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (ai) the Issuers Company or any Guarantor to any Initial Purchaser, except that the Issuers Company and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the IssuersCompany, or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the First Closing Date Date, this Agreement may be terminated by the Representatives Underwriters 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 any exchangethe American Stock Exchange, or trading in securities generally on any exchange the New York Stock Exchange, The Nasdaq Stock Market or the American Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges or markets by such exchange, the Commission or the FINRANASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Underwriters is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described disclosed in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives Underwriters there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as that in the judgment of the Representatives may interfere materially with Underwriters would, individually or in the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredaggregate, reasonably be expected to result in a Material Adverse Change. Any termination pursuant to this Section 10 11 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholder to any Initial Purchaser, except that the Issuers shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereofUnderwriters, (b) any Initial Purchaser the Underwriters to the IssuersCompany or the Selling Stockholder, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Representatives shall have the right to terminate this Agreement by giving notice to the purchase of the Securities by the Initial Purchasers on Company as hereinafter specified at any time at or prior to the Closing Date this Agreement may be terminated by the Representatives by notice given or any Option Closing Date (as to the Company Option Shares and/or Option Warrants to be purchased on such Option Closing Date only), if at any time in the discretion of the Representatives, (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representatives, will in the future materially disrupt, 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 judgment of the Representatives, inadvisable or impracticable to market the Shares and Warrants or enforce contracts for the sale of the Shares and Warrants, (ii) trading or quotation in any of the Company’s securities Common Shares shall have been suspended or limited by the Commission Commission, any Canadian securities commission or by any exchangeregulatory authority, Nasdaq or the TSX-V or trading in securities generally on any exchange the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended suspended, (iii) minimum or limited, the settlement of such maximum prices for trading shall have been materially disrupted or minimum fixed, or maximum ranges for prices for securities shall have been generally established required, on any of such stock exchanges the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange, exchange or by order of the Commission or the FINRA; any other governmental authority having jurisdiction, (iiiv) a general banking moratorium shall have been declared by any of U.S. or Canadian federal, New Yorkprovincial or state authorities, or Delaware authorities; (iiiv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in act of terrorism involving the United States or international financial marketsCanada, any declaration by the United States or Canada of a national emergency or war, any substantial change or development involving a prospective substantial change in United States’ States or Canada or other international political, financial or economic conditionsconditions or any other calamity or crisis, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives 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 or other calamity of such character as calamity, whether or not covered by insurance, or (vii) in the judgment of the Representatives may interfere materially with Representatives, there has been, since the conduct 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 Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of 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 10 shall be without liability on the part of (a) the Issuers to any Initial Purchaser, except that the Issuers shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the Issuers, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 5(a)(viii), Section 7 and Section 8 Sections 11 through 18, inclusive, shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares, the Firm Series A Warrants, the Firm Series B Warrants and the Firm Series C Warrants by the Initial Purchasers Underwriters on the First Closing Date Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time time: (ia) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq, or trading in securities generally on any exchange either the Nasdaq or the NYSE shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRAexchanges; (iib) a general banking moratorium shall have been declared by any of federal, federal or New York, or Delaware York authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (ai) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (bii) any Initial Purchaser Underwriter to the IssuersCompany; provided, or (c) of any party hereto to any other party except as aforesaid and except however, that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholder if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Stockholder to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriter on the First Closing Date this Agreement may be terminated by the Representatives Underwriter by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq National Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Underwriter, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character character, as in the judgment of the Representatives 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 10 11 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial Purchaserthe Underwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriter pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser the Underwriter to the Issuers, Company or the Selling Stockholders or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives 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 any exchangethe Nasdaq Global Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Oregon or Delaware Washington 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 Representatives Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives 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 10 11 shall be without liability on the part of (a) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 8 and Section 8 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities Firm Shares by the Initial Purchasers Underwriters on the First Closing Date this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq National Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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’ or international political, financial or economic conditions, as in the judgment of the Representatives 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 Pricing Disclosure Package and Time of Sale Prospectus or the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character character, as in the judgment of the Representatives 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 10 12 shall be without liability on the part of (a) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives Representative and the Initial Purchasers Underwriters pursuant to Sections 4 and 6 7 hereof, (b) any Initial Purchaser Underwriter to the IssuersCompany or the Selling Stockholders, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 9 and Section 8 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRA; National Association of Securities Dealers, Inc., (ii) a general banking moratorium shall have been declared by any of federal, New 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, Inc. or trading in securities generally on any exchange either the Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchanges by such exchange, the Commission or the FINRANasdaq Stock Market, Inc.; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware, Texas or Delaware California governmental 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 reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securitiesProspectus; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Issuers Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any Selling Stockholders or any person controlling the Company or any Selling Stockholders, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company Issuers if at any time time: (i) trading or quotation in any of the Company’s Parent's or the Issuers' securities shall have been suspended or limited by the Commission or by any exchangeCommission, or trading in securities generally on any exchange either the NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchanges exchange by such exchange, the Commission or the FINRANASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, 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 or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market proceed with the offer, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company Issuers shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Initial Purchasers 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 10 shall be without liability on the part of (ai) the Issuers or any Guarantor to any Initial Purchaser, except that the Issuers and the Guarantors shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (bii) any Initial Purchaser to the Issuers, or (ciii) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 Sections 8 and Section 8 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by any exchangethe Nasdaq Stock Market, or trading in securities generally on any exchange either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock markets or exchanges by such exchange, the Commission or the FINRANational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal, New YorkYork [, 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’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Securities Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in Xxxxxxxxx Xxxxxxxx judgement, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Issuers Company to any Initial PurchaserUnderwriter, except that the Issuers Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 hereof, (by) any Initial Purchaser Underwriter to the IssuersCompany or any person controlling the Company, or (cz) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 and Section 8 shall at all times be effective and shall survive such termination.