Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the purchase of the Firm Shares by the 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 the NASDAQ Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time time: (i) trading or quotation in of any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNew York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or California 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 is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 10 shall be without liability on the part of (ax) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (by) any Underwriter Initial Purchaser to the Company; provided, however, or (z) any party hereto to any other party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNew York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or California 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 Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company Issuer if at any time (i) trading or quotation in any of the CompanyIssuer’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services 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 insuredUnited States. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company Issuer to any Underwriter, except that the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company; providedIssuer, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 materially limited by the Commission or by the NASDAQ Capital MarketNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred a Material Adverse Change, the effect of which is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Final Offering Memorandum; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities involving the United States 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 the 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 Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or Pricing Disclosure Package and the Prospectus 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 12 shall be without liability on the part of (a) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be jointly and severally obligated to reimburse the expenses of the Representative and the Initial Purchasers pursuant to Section 4 or Section 7 Sections 5, 7, 9 and 10 hereof or (b) any Underwriter Initial Purchaser to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the purchase of the Firm Shares by the 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 the NASDAQ Capital MarketNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services 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 insuredUnited States. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Shares by the 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) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the NASDAQ Capital Market, Market or trading in securities generally on either the Nasdaq Stock NASDAQ Capital Market or the New York Stock Exchange shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Capital Market by such exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by any federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New Yorkthe effect of which, Delaware or 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 marketsUnderwriter’s good faith judgment, 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 would make it impracticable to market proceed with the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the judgment and/or delivery of the Representatives, there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and 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 insuredProspectus. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 4(a)(vii) and Section 10 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the RepresentativesJefferies, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketThe New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the Financial Industry Regulatory Authority, Inc.; (ii) a general banking moratorium shall have been declared by any of United States federal, New YorkYork state, Delaware or California European Union authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States or a member of the European Union, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking 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 securities settlement or not such loss shall have been insuredclearance services. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company any party to any Underwriterother party except as provided in Sections 4 and 6 hereof, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; providedand provided further that Sections 4, however6, that the provisions of Section 8, 9 and Section 10 shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Shares Initial Securities by the 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 the NASDAQ Nasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the RepresentativesRepresentative, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNasdaq, or (b) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or California Israeli 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares Securities by the Underwriters on the First Closing Date, 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 the NASDAQ Capital Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives 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 may interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares Securities by the 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 time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware Bermuda or California Swiss 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 to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 14 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Representative pursuant to Section 4 6 or Section 7 9 hereof or (b) any Underwriter the Underwriters to the Company; provided, however, that the provisions of Section 9 11 and Section 10 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketAmerican Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa 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 Underwriters is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Units in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; , or (iv) there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the judgment of Disclosure Package or the RepresentativesProspectus, 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that upon a termination pursuant to Section clause (iv) of this Section, the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 or Section 7 and 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, California, Delaware, New York, Delaware Jersey or California New 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 reasonable judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives 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 may interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the purchase of the Firm Shares by the 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 the NASDAQ Capital MarketNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ 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 Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services 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 insuredUnited States. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and, the Selling Shareholder if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNYSE, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York, Delaware York State or California United Kingdom 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 Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 shall be without liability on the part of (a) the Company or the Selling Shareholder to any Underwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the CompanyCompany or the Selling Shareholder; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNasdaq, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or California authoritiesIndiana; (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 Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or 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 reasonable 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus 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 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 12 10 shall be without liability on the part of (ai) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either any of the NYSE, Nasdaq Stock Market or the New York Stock Exchange NYSE Amex shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, Ohio or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak of new or escalation of existing 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 so material and adverse and makes as to make it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or Registration Statement, the General Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives, Representative there shall have occurred any been 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 reasonable 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, howeveror (c) of any party hereto to any other party, except that the provisions of Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative in its sole discretion by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNasdaq, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters Underwriter on the First Closing Date, this Agreement may be terminated by the Representatives Underwriter by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketOTC Bulletin Board, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 shall be without liability on the part of (a) the Company to any the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter and the Underwriter pursuant to Section 4 or Section 7 hereof or (b) any the Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be maybe terminated by the Representatives by notice given to the Company if at any time during such period (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Nasdaq Stock Market, or trading in securities generally on either of the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Representatives, is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Offered Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative in its sole discretion by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNasdaq, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date or any Date of the Firm Shares by the Underwriters on the First Closing DateDelivery, this Agreement may be terminated by the Representatives Representatives, by notice given to the Company and the Forward Sellers if (a) at any time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the The NASDAQ Capital Global Select Market, or trading in securities generally on either the Nasdaq Stock The NASDAQ Global Select Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or 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 Representatives, is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 (vi) if a Forward Seller, pursuant to Section 3(a)(ii) or 3(b)(ii) hereof, does not deliver Borrowed Shares for sale, and the Company fails to deliver, pursuant to Section 12 hereof, a number of shares of Common Stock equal to the number of shares that such Forward Seller does not deliver, or (b) in the case of any of the events specified in clauses (a)(i)-(vi) of this Section 10, such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Stock in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) any party to any other party except that the Company shall be obligated to any Underwriter, except reimburse the expenses of the Underwriters and the Forward Sellers pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that and the provisions of Section 9 and Section 10 shall at all times be effective and 8 shall survive such terminationtermination and remain effective at all times.

Termination of this Agreement. Prior (a) The Representative shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Shares by the 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) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations set forth in Section 5 hereunder is not fulfilled or waived by the Representative, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the NASDAQ Capital Market, Market or trading in securities generally on either the Nasdaq Stock NASDAQ Capital Market or the New York Stock Exchange shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Capital Market by such exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by any federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New Yorkthe effect of which, Delaware or 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 marketsRepresentative’s good faith judgment, 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 would make it impracticable to market proceed with the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the judgment and/or delivery of the Representatives, there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and 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 insuredProspectus. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 4(a)(vii) and Section 10 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares Units by the 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 the NASDAQ Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesOTCQB; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California 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’ States or international political, financial or economic conditions, as in the reasonable judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares Units in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the good faith judgment of the RepresentativesRepresentative, 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 reasonable 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 insuredCompany. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the other Underwriters pursuant to Section 4 or Section 7 hereof or Sections 5 and 8 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and, the Selling Shareholder if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNYSE, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York, Delaware York State or California United Kingdom 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company or the Selling Shareholder to any Underwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the CompanyCompany or the Selling Shareholder; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 or the Parent’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Marketany exchange or in any over-the-counter market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, calamity involving the United States or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services 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 insuredUnited States. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company any party to any Underwriterother party except as provided in Sections 4 and 6 hereof, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; providedand provided further that Sections 4, however6, that the provisions of Section 8, 9 and Section 10 shall at all times be effective and 17 hereof shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Shares Securities by the Underwriters on the First Closing Date, 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 the NASDAQ Capital Marketany exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange 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 exchangesexchanges 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 or 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 11 shall be without liability on the part of (a) the Company Issuers to any Underwriter, except that the Issuers shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; providedIssuers, however, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Shares by the 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) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations set forth in Section 5 hereunder is not fulfilled or waived by the Representative, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the NASDAQ Capital Market, Market or trading in securities generally on either the Nasdaq Stock NASDAQ Capital Market or the New York Stock Exchange shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Capital Market by such exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by any federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New Yorkthe effect of which, Delaware or 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 marketsRepresentative’s good faith judgment, 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 would make it impracticable to market proceed with the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the judgment and/or delivery of the Representatives, there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and 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 insuredProspectus. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 4(a)(vii) and Section 10 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such the stock exchangesexchange by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or 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 Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus 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 ChangeEffect with respect to the business, condition (financial or otherwise), results of operations, stockholders' equity, properties or prospects of the Company and its Subsidiaries, taken as a whole; 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by in the Representatives absolute discretion of the Representatives, by notice given to the Company Company, if at any time after the execution and delivery of this Agreement and prior to the Closing Date (i) trading or quotation in any of the Company’s securities generally shall have been suspended or materially limited by the Commission on or by any of the NASDAQ Capital MarketNYSE, or trading in securities generally on either the NYSE MKT, the Nasdaq Stock Market Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on the NYSE or limited, or minimum or maximum prices shall have been generally established on in any of such stock exchangesover-the-counter market; (iiiii) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal, federal or New York, Delaware or California York State authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in financial markets or any calamity or crisis, either within or outside the United States or international financial marketsStates, or any substantial change or development involving a prospective substantial change in United States’ or international politicalthat, financial or economic conditions, as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering, sale or delivery of the Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and on the terms described Prospectus. Notwithstanding anything to the contrary in the Time this Agreement, any termination of Sale Prospectus or the 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 this Agreement pursuant to this Section 12 9 shall be without liability on the part of (a) the Underwriters or the Company to or any UnderwriterGuarantor, except pursuant that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 4 or Section 7 11 hereof or (b) any Underwriter to the Company; provided, however, and except that the provisions of Section 9 and Section 10 7 hereof shall at all times be effective not terminate and shall survive such terminationremain in effect.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the 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 time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, California, Delaware, New York, Delaware Jersey or California New 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 reasonable judgment of the Representatives Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital Nasdaq Stock Market, Inc., or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California 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 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 sole judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 and 6 hereof or (b) any Underwriter to the Company; provided, however, that Company and the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationSelling Stockholders.

Termination of this Agreement. Prior to the purchase Closing Date or any Date of the Firm Shares by the Underwriters on the First Closing DateDelivery, this Agreement may be terminated by the Representatives Representatives, by notice given to the Company and the Forward Sellers if (a) at any time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or 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 Representatives, is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 (vi) if a Forward Seller, pursuant to Section 3(a)(ii) or 3(b)(ii) hereof, does not deliver Borrowed Shares for sale, and the Company fails to deliver, pursuant to Section 12 hereof, a number of shares of Common Stock equal to the number of shares that such Forward Seller does not deliver, or (b) in the case of any of the events specified in clauses (a)(i)-(vi) of this Section 10, such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Stock in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) any party to any other party except that the Company shall be obligated to any Underwriter, except reimburse the expenses of the Underwriters and the Forward Sellers pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that and the provisions of Section 9 and Section 10 shall at all times be effective and 8 shall survive such terminationtermination and remain effective at all times.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares ADSs by the Underwriters 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 securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California 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 Offered Shares ADSs in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 insuredCompany. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; providedCompany or the Selling Shareholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California York State authorities; (iii) there shall have occurred (A) any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in involving the United States or international financial marketsthe declaration by the United States of a national emergency or war, or (B) any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditionsconditions if the effect of any such event described in subclause (A) or (B) of this clause, as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders, shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; providedCompany or the Selling Shareholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination...

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services 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 insuredUnited States. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be maybe terminated by the Representatives Initial Purchasers by notice given to the Company if at any time (i) trading in or quotation in of any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus 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 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 12 10 shall be without liability on the part of (a) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter Initial Purchaser to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNNM, or trading in securities generally on either any of the New York Stock Exchange, Nasdaq Stock Market or the New York American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, Maryland or New York, Delaware or California 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, howeveror (c) of any party hereto to any other party, except that the provisions of Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNasdaq National Market or NYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or California authoritiesauthority; (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 judgment of the Representatives Initial Purchaser is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; securities or (iv) in the reasonable 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 interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company to any Underwriterthe Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchaser pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter the Initial Purchaser to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either any of the NYSE, Nasdaq Stock Market or the New York American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, Virginia, Maryland or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak of new or escalation of existing 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 Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representative 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 reasonable 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, howeveror (c) of any party hereto to any other party, except that the provisions of Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the purchase of the Firm Shares by the Underwriters 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 (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNYSE, or (b) trading in securities generally on either the Nasdaq Stock National Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or California 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’ 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 Offered Shares Debentures in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Offering Memorandum 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 strikeChange that, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with Initial Purchasers, makes it impracticable to market the conduct of Debentures on the business terms and operations of in the Company regardless of whether or not such loss shall have been insuredmanner contemplated by the Offering Memorandum. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any UnderwriterInitial Purchaser, except pursuant that the Company shall be obligated to Section reimburse the expenses of the Initial Purchasers and the Initial Purchasers to the extent provided in Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter Initial Purchaser to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 conditionsconditions that, as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, limited by the Commission or minimum or maximum prices shall have been generally established on any of such stock exchangesthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or 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 Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; or (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 may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (aA) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 and 6 hereof (except in the case of any termination pursuant to clause (ii) or (biii) of the foregoing sentence, (B) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be maybe 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 the NASDAQ Capital Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus 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 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 12 10 shall be without liability on the part of (a) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter Initial Purchaser to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the purchase of the Firm Shares by the 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 the NASDAQ Capital MarketNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services 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 insuredUnited States. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any change, or any development that could be expected to result in a change, that could be expected, individually or in the aggregate, to have a 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 may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 issued or guaranteed by the Company or any of the Guarantors shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking 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 securities settlement or not such loss shall have been insuredclearance services. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Underwriterother party except as provided in Sections 4 and 6 hereof, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; providedand provided further that Sections 4, however6, that the provisions of Section 9 9, 10 and Section 10 shall at all times be effective and 18 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Shares by the 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) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the NASDAQ Capital Market, Global Market or trading in securities generally on either the Nasdaq Stock NASDAQ Global Market or the New York Stock Exchange shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Global Market by such exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by any federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New Yorkthe effect of which, Delaware or 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 marketsUnderwriter’s good faith judgment, 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 would make it impracticable to market proceed with the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the judgment and/or delivery of the Representatives, there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and 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 insuredProspectus. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 4(a)(vii) and Section 10 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital Nasdaq Stock Market, or Inc.; (ii) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except pursuant that the Company and the Selling Stockholders shall be obligated to Section reimburse the expenses of the Representative and the Underwriters to the extent required by Sections 4 or Section 7 and 6 hereof or (b) any Underwriter to the Company; provided, however, that Company or the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationSelling Stockholders.

Termination of this Agreement. Prior to the purchase The obligations of the Firm Shares by the Underwriters on the First Closing Date, several Underwriter under this Agreement may be terminated by at any time on or prior to the Representatives Closing Date (or, with respect to the Option Shares, on or prior to the Option Closing Date), by notice given to the Company if at any time from the Underwriter, without liability on the part of the Underwriter to the Company if, in the sole judgment of the Underwriter, (i) trading or quotation in any of the Company’s equity securities of the Company shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketCM, or (ii) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the NASDAQ CM shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on such exchange, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by such exchange, by order of the Commission or any of such stock exchanges; court or other governmental authority, or by the NASDAQ CM, (iiiii) a general banking moratorium shall have been declared by either federal or New York State authorities or any material disruption of federal, New York, Delaware the securities settlement or California authorities; (iii) there clearance services in the United States shall have occurred occurred, or (iv) any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States, any outbreak or escalation of hostilities involving the United States, a declaration of a national emergency or international hostilities or any crisis or calamitywar by the United States, or any change other calamity or crisis, either within or outside the United States, shall have occurred, the effect of which is such as to make it, 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 sole judgment of the Representatives is material Underwriter, impracticable or inadvisable to proceed with completion of the offering of the Shares on the terms and adverse and makes it impracticable to market the Offered Shares in the manner contemplated in the General Disclosure Package and on the terms Prospectus. In addition, the obligations of the Underwriter hereunder may be terminated by the Underwriter, in its absolute discretion by notice given to the Company prior to delivery of and payment for the Shares if, prior to that time, any of the events described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; Sections 6(e) and (ivf) 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationoccurred.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the 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 time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as that in each case, in the judgment of the Representatives Representative, is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package 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 reasonable 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNasdaq, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or California Swiss 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 14 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 6 or Section 7 9 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 11 and Section 10 12 (and other Sections of this Agreement as referenced in the aforementioned Sections) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE MKT, or trading in securities generally on either the any of The Nasdaq Stock Market or Market, the New York Stock Exchange or the NYSE MKT shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California 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’ 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 Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the other Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either any of the NYSE, Nasdaq Stock Market or the New York American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, Ohio or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak of new or escalation of existing 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 Representative is so material and adverse and makes as to make it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or Registration Statement, the General Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives, Representative there shall have occurred any been 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 reasonable 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, howeveror (c) of any party hereto to any other party, except that the provisions of Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either any of the NYSE, Nasdaq Stock Market or the New York American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, Ohio or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak of new or escalation of existing 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 so material and adverse and makes as to make it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or Registration Statement, the General Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives, Representatives there shall have occurred any been 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 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. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, howeveror (c) of any party hereto to any other party, except that the provisions of Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 or any Note Guarantor’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representatives there shall have occurred any Material Adverse Effect; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial 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 Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section Sections 5 and 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such the stock exchangesexchange by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or 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 Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus 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 ChangeEffect with respect to the business, condition (financial or otherwise), results of operations, stockholders' equity, properties or prospects of the Company and its Subsidiaries, taken as a whole; 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 12 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchasers, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (bii) any Underwriter Initial Purchasers to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and 9 and Section 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Stifel and Evercore by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNasdaq, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or California 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 Stifel and Evercore is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Stifel and Evercore 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 Stifel and Evercore may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Shares by the 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) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its or their part to be performed hereunder, (ii) any condition of the Underwriter’s obligations hereunder is not fulfilled, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the The NASDAQ Capital Market, Global Select Market Stock Market or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the Market, New York Stock Exchange or the NYSE Amex shall have been suspended or limitedsuspended, or (iv) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on The NASDAQ Global Select Market, New York Stock Exchange or the NYSE Amex, by such Exchange or by order of the Commission or any of such stock exchanges; other Governmental Authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any of federalfederal or state authorities, New York, Delaware or California authorities; (iiivi) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or any crisis or calamityact of terrorism involving the United States, or any change in the United States or international financial 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 reasonable judgment of the Representatives Underwriter, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Shares in the manner and on the terms described in the Time completion of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in and payment for 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 insuredSecurities. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 4(h) and Section 10 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company 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 the NASDAQ Capital MarketNew York Stock Exchange, or (B) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (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 is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that if termination is pursuant to Section 4 clause (i)(A) or Section 7 (iii) of the preceding sentence the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5, 7, 8 and 9 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 's securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Global Select Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authority or California 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 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 Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or Disclosure Package and the Prospectus 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 12 11 shall be without liability on the part of (a) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Section Sections 4 or Section and 7 hereof or (b) any Underwriter Initial Purchaser to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives 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 's securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Nasdaq Stock Market, or (b) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or 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 Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse ChangeChange that makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus; 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 would be 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.Selling

Termination of this Agreement. (a) Prior to the purchase of the Firm Shares by the 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 (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (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 or inadvisable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the 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 12 11 shall be without liability on the part of (a) the Company or any Guarantor to any Underwriter, except that the Company and the Guarantors shall be, jointly and severally, obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section Sections 5 and 7 hereof or (b) any Underwriter to the Company; provided, howeverexcept, that the provisions of Section in each case, as provided under Sections 8 and 9 and Section 10 shall at all times be effective and shall survive such terminationhereof.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either any of the NYSE, Nasdaq Stock Market or the New York American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, Ohio or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak of new or escalation of existing 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 so material and adverse and makes as to make it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representative there shall have occurred any been 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 reasonable 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, howeveror (c) of any party hereto to any other party, except that the provisions of Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares and Pre-Funded Warrants by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNasdaq, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Offered Shares by the 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 the NASDAQ Capital Marketor Borsa Italiano, or trading in securities generally on either the Nasdaq Stock Market NASDAQ, Borsa Italiano or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, Italian, New York, Delaware York or California 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 Jefferies is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of Closing Date and, with respect to the Firm Shares by the Underwriters on the First Optional Shares, any Subsequent 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 the NASDAQ Capital MarketNYSE, or minimum or maximum prices shall have been generally established by the Commission or FINRA or such stock exchange; (ii) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission or FINRA or on any of such stock exchangesexchange; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 10 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof in connection with a termination of this Agreement pursuant to subsection (i) of this Section 4 or Section 7 hereof 10 or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be maybe 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 the NASDAQ Capital Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or 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 Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company; providedCompany or the Selling Shareholders, however, or (c) of any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) Prior to the purchase of the Firm Shares by the 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 the NASDAQ Capital MarketNew York Stock Exchange, or Inc.; (ii) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iiiiv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the 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 12 11 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4 or Section Sections 5 and 7 hereof or (b) any Underwriter the Underwriters to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNasdaq, the AMF and/or Euronext or trading in securities generally on either the Nasdaq Stock Market or Nasdaq, the New York Stock Exchange or Euronext shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of United States federal, New York, Delaware York or California French 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, French or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ’, France’s or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus, the Prospectus or the French Listing Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this This Agreement may be terminated by in the Representatives absolute discretion of the Representative, by notice given to the Company Company, if at any time after the execution and delivery of this Agreement and prior to the Closing Date (i) trading or quotation in any of the Company’s securities generally shall have been suspended or materially limited by the Commission on or by any of the NASDAQ Capital MarketNYSE, or trading in securities generally on either the NYSE MKT, the Nasdaq Stock Market Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the New York Stock Exchange Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on the NYSE or limited, or minimum or maximum prices shall have been generally established on in any of such stock exchangesover-the-counter market; (iiiii) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal, federal or New York, Delaware or California York State authorities; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in financial markets or any calamity or crisis, either within or outside the United States or international financial marketsStates, or any substantial change or development involving a prospective substantial change in United States’ or international politicalthat, 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 Offered Shares offering, sale or delivery of the Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and on the terms described Prospectus. Notwithstanding anything to the contrary in the Time this Agreement, any termination of Sale Prospectus or the 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 this Agreement pursuant to this Section 12 9 shall be without liability on the part of (a) the Underwriters or the Company to or any UnderwriterGuarantor, except pursuant that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 4 or Section 7 11 hereof or (b) any Underwriter to the Company; provided, however, and except that the provisions of Section 9 and Section 10 7 hereof shall at all times be effective not terminate and shall survive such terminationremain in effect.

Termination of this Agreement. Prior to the purchase of Closing Date and, with respect to the Firm Shares by the Underwriters on the First Optional Shares, any Subsequent 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 the NASDAQ Capital MarketNYSE, or minimum or maximum prices shall have been generally established by the Commission or FINRA or such stock exchange; (ii) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission or FINRA or on any of such stock exchangesexchange; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 10 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 4 and 6 hereof in connection with a termination of this Agreement pursuant to subsection (i) of this Section 4 or Section 7 hereof 10 or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital Market, Nasdaq National Market or trading in securities generally on either the Nasdaq Stock National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or 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 Offered Ordinary Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives, 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 Ordinary Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 12 9 shall be without liability on the part of (ax) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or Sections 5 and 6 hereof, (by) any Underwriter to the Company or any person controlling the Company; provided, however, or (z) of any party hereto to any other party except that the provisions of Section 9 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Global Select Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California 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 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 sole judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 and 6 hereof or (b) any Underwriter to the Company; provided, however, that Company and the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationSelling Stockholders.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters 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 any, if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Market, Nasdaq Global Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Global Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, Federal or New York, Delaware York authorities or California 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 shall be without liability on the part of (a) the Company or the Selling Stockholders, if any, to any Underwriter, except that the Company and the Selling Stockholders, if any, shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section Sections 5 and 7 hereof or (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationif any.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the 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 or the Parent’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Marketany exchange or in any over-the-counter market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services 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 insuredUnited States. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company any party to any Underwriterother party except as provided in Sections 4 and 6 hereof, except pursuant to Section 4 or Section 7 and provided further that Sections 4, 6, 8, 9, 17 and 18 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE Amex, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York, Delaware or 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section and 7 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section Sections 4, 7, 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares ADSs by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies and CICC by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware London, the PRC, Hong Kong or California the 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 conditions, as in the judgment of the Representatives Jefferies and CICC is material and adverse and makes it impracticable or inadvisable to market the Offered Shares ADSs in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the RepresentativesJefferies and CICC, 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 CICC may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time (i) trading in or quotation in of any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNew York Stock Exchange, or (ii) trading in or quotation of securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD and such suspension or limitation of trading is in effect at the time of termination; (iiiii) a general banking moratorium shall have been declared by any of federal, New York, Delaware or California 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 to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (vvi) 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 hereof or and 6 hereof, (b) any Underwriter to the Company; provided, however, or (c) any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of U.S. or Canadian federal, or New York, Delaware York or California Québec 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, Canadian 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, 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 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of Closing Date and, with respect to the Firm Shares by the Underwriters on the First Optional Shares, any Subsequent 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 's securities shall have been suspended or limited by the Commission or by the NASDAQ Capital The Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or The Nasdaq Global Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California 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 declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, including, without limitation, as a result of terrorist activities after the date hereof, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 and 6 hereof or (b) any Underwriter to the Company; provided, however, that Company or the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationSelling Stockholders.

Termination of this Agreement. (a) Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company Issuers if at any time (i) trading or quotation in any of the CompanyPartnership’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Nasdaq Stock Market, or Inc., (ii) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iiiiv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the 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 12 11 shall be without liability on the part of (a) the Company Issuers or any Guarantor to any Underwriter, except that the Issuers shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 Sections 5, 7, 8 and 9 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationIssuers.

Termination of this Agreement. Prior to the purchase of Closing Date and, with respect to the Firm Shares by the Underwriters on the First Optional Notes, any Subsequent Closing Date, this Agreement may be terminated by the Representatives BAS by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Global Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission or FINRA or on any of either such stock exchangesexchange; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California 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 declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives BAS is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus or Disclosure Package and the Prospectus 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 12 11 shall be without liability on the part of (a) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representative and the Initial Purchasers pursuant to Section Sections 4 or Section and 7 hereof or (b) any Underwriter Initial Purchaser to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, limited by the Commission or minimum or maximum prices shall have been generally established on any of such stock exchangesthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York, York or Delaware or 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 Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; or (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 may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 10 shall be without liability on the part of (aA) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 or Section 7 and 6 hereof (except in the case of any termination pursuant to clause (ii) or (biii) of the foregoing sentence, (B) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section 9 8 and Section 10 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNew York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the Financial Industry Regulatory Authority, Inc.; (ii) a general banking moratorium shall have been declared by any of United States federal, New YorkYork state, Delaware or California European Union authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States or a member of the European Union, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Notes in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Representatives there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking 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 securities settlement or not such loss shall have been insuredclearance services. Any termination pursuant to this Section 12 11 shall be without liability on the part of (a) the Company any party to any Underwriterother party except as provided in Sections 4 and 6 hereof, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; providedand provided further that Sections 4, however6, that the provisions of Section 8, 9 and Section 10 shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Shares Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies and Stifel 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 Commission, the NASDAQ Capital Marketor AIM, or trading in securities generally on either any of the Nasdaq Stock Market or NASDAQ, the New York Stock Exchange, the London Stock Exchange or AIM shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York, Delaware York or California United Kingdom 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, United Kingdom or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ , United Kingdom or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies and Stifel is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, Jefferies and Stifel 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 Stifel may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital The Nasdaq Global Select Market, or (ii) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or The Nasdaq Global Select Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authority or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or 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 Offered Shares Debentures in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus 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 12 11 shall be without liability on the part of (a) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Section Sections 4 or Section and 7 hereof or (b) any Underwriter Initial Purchaser to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First any Closing Date, Date this Agreement may be terminated by the Representatives by written notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNew York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesthe NYSE by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California 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 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 Offered Shares Stock in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 shall be without liability on the part of (a) the Company to the Selling Stockholder or any Underwriter, except that the Company shall be obligated to reimburse the expenses of (i) the Representatives and the Underwriters pursuant to Section 4 Sections 6 and 8 hereof, and (ii) the Selling Stockholder pursuant to the Company’s obligations, if any, pursuant to the applicable terms the Unit Purchase Agreement, (b) the Selling Stockholder to any Underwriter or Section 7 hereof the Company or (bc) any Underwriter to the Company; provided, however, that Company or the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationSelling Stockholder.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the 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 (i) (A) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital Nasdaq Stock Market, Inc., or (B) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (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 or inadvisable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the 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 12 11 shall be without liability on the part of (a) the Company or any Guarantor to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 Sections 5, 7, 8 and 9 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either any of the NYSE, Nasdaq Stock Market or the New York Stock Exchange NYSE Amex shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, Ohio or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak of new or escalation of existing 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 so material and adverse and makes as to make it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or Registration Statement, the General Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives, Representatives there shall have occurred any been 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 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. Any termination pursuant to this Section 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, howeveror (c) of any party hereto to any other party, except that the provisions of Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) Prior to the purchase of the Firm Shares by the 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 (i) trading or quotation in any of the Company’s or any Note Guarantor’s securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred any Material Adverse Effect; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial 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 Offered Shares offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the 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 12 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section Sections 5 and 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, 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 's securities shall have been suspended or limited by the Commission or by the NASDAQ Capital MarketNew York Stock Exchange (the "NYSE"), or trading in securities generally on either the Nasdaq NYSE, the American Stock Market Exchange or the New York Stock Exchange over-the-counter market shall have been suspended or limitedsuspended, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges or markets by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York, Delaware York authorities or California authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) the United States shall have become engaged in new hostilities, there shall have been an escalation in existing hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other significant calamity or crisis (including, without limitation, as a result of terrorist activities); or (iv) there shall have occurred any outbreak such a material adverse change in general economic, political or escalation financial conditions (or the effect of national or international hostilities or any crisis or calamity, or any change conditions on the financial markets in the United States or international financial marketsshall be such) as to make it, 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 Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives, there shall have occurred any Material Adverse Change; impractical or (v) inadvisable to proceed with the Company shall have sustained a loss by strike, fire, flood, earthquake, accident public offering or other calamity delivery of such character as the Securities being delivered on the Closing Date on the terms and in the judgment of manner contemplated in 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 insuredProspectus. Any termination pursuant to this Section 12 10 shall be without liability on the part of (a) the Company or the Notes Guarantors to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section Sections 4 or Section 7 and 6 hereof or (b) any Underwriter to the Company; provided, however, that Company or the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such terminationNotes Guarantors.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the 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 the NASDAQ Capital MarketNYSE, or trading in securities generally on either any of the NYSE, Nasdaq Stock Market or the New York American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, Ohio or New York, Delaware or California York authorities; (iii) there shall have occurred any outbreak of new or escalation of existing 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 so material and adverse and makes as to make it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or Registration Statement, the General Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives, Representative there shall have occurred any been 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 reasonable 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 12 9 shall be without liability on the part of (a) the Company to any Underwriter, except pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; provided, howeveror (c) of any party hereto to any other party, except that the provisions of Section 9 6 and Section 10 7 shall at all times be effective and shall survive such termination.