Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iv) there shall have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 shall be without liability on the part of (i) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENew York Stock Exchange, or (b) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any either of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Shareholders if (a) at any time on or after the execution and delivery of this Agreement and prior to the first Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE, Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, Inc.; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company, Company or any person controlling the Company or the Selling Shareholders or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

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

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (ii)(x) trading or quotation in any of the Company’s or Parent Guarantor’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or (y) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offeroffering, sale and or delivery of the Notes as disclosed Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10, shall be without liability on the part of (ix) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (iiy) any Initial Purchaser to the Company, or (iiiz) any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect Prior to the Notes Closing Date, whether before or after notification by notice the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company and the Selling Shareholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial economic conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole reasonable judgment of the RepresentativeUnderwriters, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package or manner and on the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) terms described in the judgment Prospectus or to enforce contracts for the sale of securities, (iv) if the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossmaterial loss by fire, event flood, accident, hurricane, earthquake, theft, sabotage or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company or the Selling Shareholders are in material breach of any of their respective representations, warranties or covenants hereunder, (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vi) regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 8 10 shall be without liability on the part of (ia) the Company and the Selling Shareholders to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Section 6 hereofUnderwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $180,000 in the aggregate, (iib) any Initial Purchaser the Underwriters to the CompanyCompany and the Selling Shareholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 6 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect Prior to the Notes Closing Date, whether before or after notification by notice the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial economic conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole reasonable judgment of the RepresentativeUnderwriters, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package or manner and on the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) terms described in the judgment Prospectus or to enforce contracts for the sale of securities, (iv) if the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossmaterial loss by fire, event flood, accident, hurricane, earthquake, theft, sabotage or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the Offering or to enforce contracts for the sale of the Securities, or (vii) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the Offering or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 8 shall be without liability on the part of (ia) the Company to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Section 6 hereofUnderwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $125,000 in the aggregate, (iib) any Initial Purchaser the Underwriters to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect Prior to the Notes Closing Date, whether before or after notification by notice the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any U.S. federal authorities; (iii) there shall have occurred any outbreak or escalation of federal national or New York authoritiesinternational hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in U.S. or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of Offered Securities; (iv) there if the Company shall have been (A) an outbreak sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economicmalicious act which, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such Material Adverse Change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 8 shall be without liability on the part of (ia) the Company to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Section 6 hereofUnderwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company, (iib) any Initial Purchaser the Underwriters to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 hereof shall at all times be effective and shall survive such termination; provided, that the parties hereto acknowledge and agree that in the event that the Company completes an offering with a party introduced to the Company by the Representative during the twelve (12) month period following the termination of the Engagement Agreement (as defined below), the Representative shall be entitled to the compensation and expenses set forth under Section 2, Section 4 and this Section 8, pursuant to Section 5 of the Engagement Agreement.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior Prior to the Closing Date in this Agreement may be terminated by the event that Representatives by notice given to the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: time (i) trading or quotation in any of securities issued or guaranteed by the Company’s securities Company shall have been suspended or limited by on any exchange or the Commission over-the-counter market or by the NYSECommission, or trading in securities generally on either the Nasdaq New York Stock Market Exchange, the NASDAQ Global Market, the NYSE Amex or the NYSE over-the-counter market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system stock exchanges or stock exchange markets by the Commission or FINRA; (ii) there has a general banking moratorium on commercial banking activities shall have been declared by federal or New York authorities or a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United StatesStates has occurred; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iv) there shall have been (A) an occurred any outbreak or escalation of hostilities between the United States and or any foreign power, (B) an outbreak change in financial markets or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving crisis, in each case, either within or outside the United States or any material adverse change or material disruption in economic conditions of the United States (D) it being understood that any such change or disruption shall be relative to such conditions in general economic, political or financial conditions which has an effect on the U.S. financial markets date hereof), that, in the case of any event described in this clause (iv), in the sole judgment of the RepresentativeRepresentatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offerpublic offering, sale and or delivery of the Notes as disclosed Securities being delivered on the Closing Date on the terms and in the Pricing manner contemplated by this Agreement, the Disclosure Package or Package, each Issuer Free Writing Prospectus and the Final Offering Memorandum, exclusive of any amendment or supplement thereto; Prospectus or (viv) in the judgment of the Representative Representatives there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredMaterial Adverse Effect. Any termination pursuant to this Section 8 10 shall be without liability on the part of (ia) the Company and the Notes Guarantors to any Initial PurchaserUnderwriter, except that the Company and the Notes Guarantors shall be obligated jointly and severally to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, hereof or (iib) any Initial Purchaser Underwriter to the Company, Company or (iii) any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such terminationNotes Guarantors.

Termination of this Agreement. The Representative may terminate this Agreement with respect Prior to the Notes Closing Date, whether before or after notification by notice the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial economic conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole reasonable judgment of the RepresentativeUnderwriters, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package or manner and on the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) terms described in the judgment Prospectus or to enforce contracts for the sale of securities, (iv) if the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossmaterial loss by fire, event flood, accident, hurricane, earthquake, theft, sabotage or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. Any termination pursuant to this Section 8 shall be without liability on the part of (ia) the Company to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Section 6 hereofUnderwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $150,000 in the aggregate, (iib) any Initial Purchaser the Underwriters to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect Prior to the Notes Closing Date, whether before or after notification by notice the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial economic conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole reasonable judgment of the RepresentativeUnderwriters, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package or manner and on the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) terms described in the judgment Prospectus or to enforce contracts for the sale of securities, (iv) if the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossmaterial loss by fire, event flood, accident, hurricane, earthquake, theft, sabotage or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) if the Representative shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vii) regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 8 shall be without liability on the part of (ia) the Company to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Section 6 hereofUnderwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $300,000 in the aggregate, (iib) any Initial Purchaser the Underwriters to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, 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 NYSE, or trading in securities generally on either the Nasdaq Stock Market Market, NYSE, or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or U.S. federal, United Kingdom, European Union, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offeroffering, sale and or delivery of the Notes as disclosed Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior subsequent to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: execution of this Agreement (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, Inc., or trading in securities generally on either the Nasdaq Stock Market Market, Inc., or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change to the Company; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Initial Purchasers by notice given to the Company if at any time on or prior to after the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any timedate of this Agreement: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offer, offering sale and or delivery of the Notes as disclosed Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Initial Purchasers there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company and its subsidiaries shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party party, except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company or any person controlling the Company, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may Underwriter, by notice given to the Company, shall have the right to terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the First Closing Date in or to terminate the event that obligations of the Company shall have failed, refused or been unable Underwriter to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, purchase the Optional Shares at any time: time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, The Nasdaq Global Select Market or (b) trading in securities generally on either the The Nasdaq Stock Global Select Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there 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 to enforce contracts for the sale of securities; or (iv) the Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 10 shall be without liability on the part of (ia) the Company to any Initial Purchaserthe Underwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant Underwriter to Section 6 the extent provided in Sections 4 and 7 hereof, (iib) any Initial Purchaser the Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior Prior to the Closing Date in this Agreement may be terminated by the event that Representatives by notice given to the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, 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 NYSENasdaq Stock Market, Inc., or trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York authoritiesCalifornia authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandumsale of securities, exclusive of any amendment or supplement thereto; or (viv) in the judgment of the Representative Representatives there shall have occurred a Material Adverse Change, or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) any party hereto to any other party hereto except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement with respect to may be terminated by the Notes Underwriter by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Global Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware, Texas or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Underwriter is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Underwriter there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Underwriter pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser the Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative Initial Purchasers may terminate this Agreement with respect by notice given by the Representatives to the Notes by notice to Company, if after the Company at any time on or execution and delivery of this Agreement and prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities generally shall have been suspended or materially limited by the Commission or by the NYSEon, or trading in securities generally on either by, as the case may be, any of the New York Stock Exchange, the Nasdaq Stock Market Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the NYSE Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system exchange or stock exchange by the Commission or FINRA; in any over-the-counter market, (iiiii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; States shall have occurred, (iiiiv) a general any moratorium on commercial banking moratorium activities shall have been declared by any of federal or New York authorities; State authorities or (ivv) there shall have been (A) an occurred any outbreak or escalation of hostilities between the United States and hostilities, or any foreign power, (B) an outbreak change in financial markets or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case judgment of the Representatives, is material and adverse and which, singly or together with any other event described specified in this clause (ivv), makes it, in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the offer, sale and or delivery of the Notes as disclosed Securities on the terms and in the Pricing Disclosure Package or manner contemplated in the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (vvi) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (vii) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 11 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 Sections 5 and 7 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to maybe terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market or the Indian Exchanges, or trading in securities generally on either any of the Nasdaq Stock Market Market, the New York Stock Exchange or one of the NYSE Indian Exchanges shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission Commission, the NASD or FINRAany Indian regulatory authorities; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or United States, Indian, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of United States, Indian or other international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving change in the United States, (C) the occurrence of Indian or international financial markets, or any other calamity substantial change or crisis development involving the United States or (D) any a prospective substantial change in general economicUnited States, political Indian or international political, financial conditions which has an effect on the U.S. financial markets thator economic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered ADSs in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders or any person controlling the Company or the Selling Stockholders, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Global Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or the FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or the Selling Stockholders, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to the Notes may be terminated by Jefferies and BofA by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, 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 NYSENASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York Iowa authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies and BofA 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 Jefferies and BofA there shall have been (A) an outbreak or escalation of hostilities between the United States and occurred any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Jefferies and BofA may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by written notice given to the Company and the Custodian if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s or Energizer Holdings’ securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Missouri authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offeroffering, sale and or delivery of the Notes as disclosed Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Initial Purchasers by notice given to the Company if at any time on or prior to after the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: date of this Agreement (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware, Texas or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Securities in the Pricing Disclosure Package manner and on the terms described in the Offering Memorandum or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Initial Purchasers there shall have occurred any Material Adverse Change; or exist any event or condition a type described in Section 2(l(v) hereof the Company or any other lossof its subsidiaries shall have sustained a loss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (ia) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser to the CompanyCompany or any Guarantor, or (iiic) any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Initial Purchasers by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE, Nasdaq Stock Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Securities in the Pricing Disclosure Package or manner and on the terms described in the Final Offering Memorandum, exclusive Circular or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Initial Purchasers there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 9 shall be without liability on the part of (ia) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers and the Initial Purchasers pursuant to Section Sections 5 and 6 hereof, (iib) any Initial Purchaser to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, Inc.; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in Section 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Shares in the manner and on the terms contemplated by the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company, Company or any person controlling the Company or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior Prior to the Closing Date in Date, this Agreement may be terminated by Xxxxxxx Xxxxx by notice given to the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, 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 New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to proceed with the offeroffering, sale and or delivery of the Notes as disclosed Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the Final Offering Memorandum, exclusive sale of securities; (iv) in the judgment of Xxxxxxx Xxxxx there shall have occurred any amendment or supplement theretoMaterial Adverse Effect; or (v) in the judgment of the Representative there Issuer shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Xxxxxxx Xxxxx may interfere materially with the conduct of the business and operations of the Company Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (i) the Company Issuer to any Initial Purchaser, except that the Company Issuer and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (ii) any Initial Purchaser to the CompanyIssuer, or (iii) any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company or any person controlling the Company, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Underwriter by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission Commission, the Nasdaq National Market or by the NYSE, Nasdaq SmallCap Market or trading in securities generally on either the Nasdaq Stock National Market, the Nasdaq SmallCap Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, New Jersey or New York Minnesota authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving substantial change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole reasonable judgment of the Representative, Underwriter is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Underwriter there shall have occurred any Material Adverse Change; or exist any event (v) the Company or condition PPG shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, storm, accident or other calamity of such character as in the reasonable judgment of the Representative Underwriter may interfere materially with the conduct of the business and operations of the Company or PPG regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (ia) the Company to any Initial Purchaserthe Underwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Underwriter pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser the Underwriter to the Company, or (iiic) any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may Representative, by notice given to the Company and the Selling Stockholders, shall have the right to terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the First Closing Date in or to terminate the event that obligations of the Company shall have failed, refused or been unable Underwriters to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, purchase the Optional Shares at any time: time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, Nasdaq National Market or (b) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there 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 to enforce contracts for the sale of securities; or (iv) the Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers pursuant Representative and the Underwriters to Section 6 the extent provided in Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect Prior to the Notes Closing Date, whether before or after notification by notice the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial economic conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole reasonable judgment of the RepresentativeUnderwriters, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package or manner and on the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) terms described in the judgment Prospectus or to enforce contracts for the sale of securities, (iv) if the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossmaterial loss by fire, event flood, accident, hurricane, earthquake, theft, sabotage or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. Any termination pursuant to this Section 8 shall be without liability on the part of (ia) the Company to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Section 6 hereofUnderwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (iib) any Initial Purchaser the Underwriters to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i1) trading there has been, since the time of execution of this Agreement or quotation since the date as of which information is given in the Prospectus, any change, or any development or event or condition of the Company’s securities shall have type described in Section 6(b), whether or not arising in the ordinary course of business, which individually or in the aggregate, in the sole judgment of the Representative is material and adverse and makes it impractical or inadvisable to market the Offered Shares or to enforce contracts for the sale of the Offered Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representative, impracticable or inadvisable to market the Offered Shares or to enforce contracts for the sale of the Offered Shares, (3) if trading in the Common Shares has been suspended or limited by the Commission or by the NYSEExchange, or if trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or maximum prices in the over-the-counter market shall have been generally established occurred and be continuing (other than a voluntary suspension of trading or withdrawal of the Company’s listing on any the TSX Venture Exchange), (5) if a major disruption of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment settlements or clearance services in the United States; States shall have occurred and be continuing, or (iii6) if a general banking moratorium shall have has been declared by any of federal either U.S. Federal or New York authorities; (iv) there shall have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or (D) any change in general economic, political or financial conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 7 hereof or (iib) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or the FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Oregon or New York Washington authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Shares by the Underwriters on the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to and the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, 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 NYSENASDAQ or the JSE, or trading in securities generally on either the Nasdaq Stock Market NASDAQ, the NYSE or the NYSE JSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iiiexchanges;(ii) a general banking moratorium shall have been declared by any of federal U.S. federal, New York, South African or New York Singapore authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 hereof, 4 or Section 7 hereof or (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Shareholders; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or the Selling Stockholders, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the S-A 29 Company regardless of whether or not such loss shall have -have been insured. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, 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 New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Texas authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offer, offering sale and or delivery of the Notes as disclosed Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Effect; or exist any event or condition a type described in Section 2(l(v) hereof the Company or any other lossof the Subsidiaries shall have sustained a loss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company or any of the Subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date this Agreement with respect to may be terminated by the Notes Underwriter by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the RepresentativeUnderwriter, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Underwriter, there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character character, as in the judgment of the Representative 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 8 11 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial Purchaserthe Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Underwriter pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser the Underwriter to the Company, Company or the Selling Stockholders or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior Prior to the Closing Date in this Agreement may be terminated by the event that Representatives by notice given to the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, the Selling Stockholders 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 NYSE, Nasdaq Global Market or trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Global Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or the FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal Federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection material or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving adverse change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general United States’ or international economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof (or the effect of international conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (ivUnited States shall be such), as in the sole judgment of the Representative, Representatives makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Shares in the Pricing Disclosure Package or manner and on the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) terms described in the judgment Prospectus or to enforce contracts for the sale of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredsecurities. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 hereof, Sections 5 and 7 hereof or (iib) any Initial Purchaser Underwriter to the Company, Company or (iii) any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such terminationSelling Stockholders.

Termination of this Agreement. (a) The Representative may Underwriters shall have the right to terminate this Agreement with respect to the Notes by notice given by the Representative to the Company as hereinafter specified at any time on at or prior to the Closing Date in or any Option Closing Date (as to the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part Option Shares to be performed or satisfied hereunder at or prior thereto or ifpurchased on such Option Closing Date only), at any time: if (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted the securities markets or there has been a material adverse change in general financial, political or economic conditions, in each case, the effect of which is to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to market the Shares, (ii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the NYSE, Nasdaq or trading in securities generally on either the Nasdaq Stock Market Market, the New York Stock Exchange or the NYSE American shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Stock Market, the New York Stock Exchange or the NYSE American, by such exchange or by order of such quotation system or stock exchange by the Commission or FINRA; any other Governmental Entity, (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iiiiv) a general banking moratorium shall have been declared by any of federal or New York State authorities; , (ivv) there shall have been (A) an occurred any attack on, outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation act of any other insurrection or armed conflict terrorism involving the United States, (C) any declaration by the occurrence United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis involving crisis, in each case, the United States effect of which is to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to market the Shares, (vi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the effect of which is to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares or (Dvii) there has been, since the time of execution of this Agreement, any change in general economic, political or financial conditions which has an effect on the U.S. financial markets Material Adverse Effect that, in the case of any event described in this clause (iv), in the sole reasonable judgment of the Representative, makes it impracticable or inadvisable to proceed with market the offer, Shares or to enforce contracts for the sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredShares. Any such termination pursuant to this Section 8 shall be without liability on the part of (i) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 5(a)(viii) and Section 7 hereof shall at all times be effective and shall survive such termination. In addition, if any Shares have been purchased hereunder, the representations and warranties in Sections 2 and 3 shall remain in effect.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENYSE Amex LLC, or trading in securities generally on either any of the Nasdaq Stock Market Market, the New York Stock Exchange or the NYSE Amex Equities shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or the FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Texas or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the other Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Georgia or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company if at any time on or after the date hereof and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any timeDate: (ia) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, Nasdaq or trading in securities generally on either the NYSE or Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iiib) a general banking moratorium shall have been declared by any of either U.S. federal or New York state authorities; (ivc) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offer, sale and offering or delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive IPO Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (vd) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (e) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 ‎Section 11 shall be without liability on the part of (i) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Section ‎Section 4 or ‎Section 6 hereof, hereof or (ii) any Initial Purchaser Underwriter to the Company; provided, or (iii) any party hereto to any other party except however, that the provisions of Section 7 hereof ‎Section 8 and ‎Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, Inc.; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 9 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Shareholders if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, Common Shares in the manner and on the terms contemplated in the Prospectus or to enforce contracts for the sale and delivery of securities; (iv) in the reasonable judgment of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of Representatives there shall have occurred any amendment or supplement theretoMaterial Adverse Change; or (v) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or the Selling Shareholders, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, Inc.; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or the Selling Stockholders, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may Representative, by notice given to the Company and the Selling Stockholders, shall have the right to terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the First Closing Date in or to terminate the event that obligations of the Company shall have failed, refused or been unable Underwriters to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, purchase the Optional Shares at any time: time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or 2085477v11 quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, NASDAQ or (b) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) any major disruption of settlements of securities, payment or clearance services in the United States which adversely affects the ability of the Underwriters to complete the offering contemplated by this Agreement; (iv) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there 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 to enforce contracts for the sale of securities; or (v) the Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 13 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial Purchaserthe Underwriters, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers pursuant Underwriters to Section the extent provided in Sections 6 and 9 hereof, (iib) any Initial Purchaser the Underwriters to the CompanyCompany and the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof Sections 10, 11 and 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Representative may Representatives shall have the right to terminate this Agreement with respect to the Notes by giving notice to the Company as hereinafter specified at any time on at or prior to the Closing Date or any Option Closing Date (as to the Option Shares and/or Option Warrants to be purchased on such Option Closing Date only), if in the event that discretion of the Company shall have failedRepresentatives, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representatives, will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it, in the judgment of the Representatives, inadvisable or impracticable to market the Shares and Warrants or enforce contracts for the sale of the Shares and Warrants, (ii) trading or quotation in any of the Company’s securities Common Shares shall have been suspended or limited by the Commission Commission, any Canadian securities commission or by regulatory authority, Nasdaq or the NYSE, TSX-V or trading in securities generally on either the Nasdaq Stock Market Market, the NYSE or the NYSE MKT shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of such quotation system or stock exchange by the Commission or FINRA; any other governmental authority having jurisdiction, (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iiiiv) a general banking moratorium shall have been declared by any of federal U.S. or New York Canadian federal, provincial or state authorities; , (ivv) there shall have been (A) an occurred any attack on, outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation act of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis terrorism involving the United States or (D) Canada, any declaration by the United States or Canada of a national emergency or war, any substantial change or development involving a prospective substantial change in general economicUnited States or Canada or other international political, political financial or financial economic conditions which has an effect on the U.S. financial markets thator any other calamity or crisis, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (vvi) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or (vii) in the judgment of the Representative Representatives, there shall have occurred has been, since the time of execution of this Agreement or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity since the respective dates as of such character as which information is given in the judgment Registration Statement, the Time of Sale Disclosure Package or the Representative may interfere materially with Final Prospectus, any material adverse change in the conduct assets, properties, condition, financial or otherwise, or in the results of the operations, business and operations affairs or business prospects of the Company regardless of and its subsidiaries considered as a whole, whether or not such loss shall have been insuredarising in the ordinary course of business. Any such termination pursuant to this Section 8 shall be without liability on the part of (i) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 5(a)(viii), Section 7 hereof and Sections 11 through 18, inclusive, shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholder if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholder to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company or any person controlling the Company, or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any securities of the Company’s securities Company shall have been suspended or limited by the Commission Commission, the Tokyo Stock Exchange or by the NYSENew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market Market, the New York Stock Exchange, the London Stock Exchange or the NYSE Tokyo Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission Commission, the FINRA, the Financial Services Agency of Japan, the U.K. Listing Authority or FINRAany other governmental authority other than daily limits or ranges imposed in the ordinary course by the Tokyo Stock Exchange; (ii) a banking moratorium shall have been declared by any relevant authority in Japan, the United Kingdom, the United States generally or New York State; (iii) there has been shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving Japan, the United Kingdom or the United States, or any change in Japan, the United States, the United Kingdom or in international financial markets, or any substantial change or development involving a prospective substantial change in national 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 Notes in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement, payment settlement or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal Japan or New York authorities; (iv) there shall have been (A) an outbreak or escalation of hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving the United States or with respect to the Clearstream or Euroclear systems in Europe; or (Dvi) there occurs any change or development involving a prospective change in general economic, political or financial conditions which has Japanese taxation that would reasonably be expected to have an adverse effect on the U.S. financial markets thatCompany, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative there shall have occurred or exist any event or condition a type described in Section 2(l) hereof or any other loss, event or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredtransfer thereof. Any termination pursuant to this Section 8 11 shall be without liability on the part of (i) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except as provided in Sections 4 and 6 hereof, and provided further that the provisions of Section 7 hereof shall at all times be effective Sections 4, 6, 8, 9, 17, 18 and 19 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, 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 NYSENASDAQ Global Select Market, or (ii) trading in securities generally on either the Nasdaq Stock NASDAQ Global Select Market or the NYSE New York Stock Exchange (the “NYSE”) shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Louisiana authorities; (iv) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offer, offering sale and or delivery of the Notes as disclosed Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (v) in the reasonable judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (vi) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (i) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 4 and to the extent applicable Section 6 hereof, (ii) any Initial Purchaser to the CompanyCompany or any Guarantor, or (iii) any party hereto to any other party except that the provisions of Section 7 Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Capital Market and/or the Boston Stock Exchange, as the case may be, or trading in securities generally on either the Nasdaq Capital Market and/or the Boston Stock Market or Exchange, as the NYSE case may be, shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or New York authoritiesany governmental authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Units in the Pricing manner and on the terms described in the Disclosure Package or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 11 shall be without liability on the part of (ia) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 4, 6 hereof, and 8 hereof or (iib) any Initial Purchaser Underwriter to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date this Agreement with respect to may be terminated by the Notes Representative by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSEany exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE 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 quotation system or stock exchange exchanges by such exchange, the Commission or the FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale Securities in the manner and delivery of on the Notes as disclosed terms described in the Pricing Disclosure Package or and the Final Offering Memorandum, exclusive Memorandum or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (ia) the Company Issuers to any Initial Purchaser, except that the Company Issuers shall be obligated to reimburse the expenses of the Representative and the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser to the CompanyIssuers, or (iiic) of any party hereto to any other party except as aforesaid and except that the provisions of Section 7 hereof and Section 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Initial Purchasers by notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ Global Select Market, or trading in securities generally on either the Nasdaq Stock NASDAQ Global Select Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Louisiana or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, in the case of any event described in this clause (iv), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the offer, sale and delivery of the Notes as disclosed in the Pricing Disclosure Package or the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) in the judgment of the Representative Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or exist any event or condition a type described in Section 2(l) hereof the Company or any other lossGuarantor shall have sustained a loss by fire, event strike, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative Initial Purchasers, may interfere materially with the conduct of the business and operations operation of the Company or the Guarantors, considered as one entity, regardless of whether or not such loss shall have been insured, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 8 10 shall be without liability on the part of (ia) the Company or any Guarantor to any Initial Purchaser, except that the Company and any Guarantor shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 4 and to the extent applicable Section 6 hereof, (iib) any Initial Purchaser to the CompanyCompany or any Guarantor, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Shares in the Pricing Disclosure Package manner and on the terms described in the Time of Sale Prospectus or the Final Offering Memorandum, exclusive Prospectus or to enforce contracts for the sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 12 shall be without liability on the part of (ia) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 6 Sections 4 and 7 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 9 and Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect may be terminated by the Initial Purchaser by notice given to the Notes by notice to the Company Issuers if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, New York Stock Exchange or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Initial Purchaser is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Securities in the Pricing Disclosure Package manner and on the terms described in the Offering Memorandum or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Initial Purchaser there shall have occurred any Material Adverse Change; or exist any event or condition (v) Holdings, the Company and its subsidiaries shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Initial Purchaser may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 8 10 shall be without liability on the part of (i) the Company Issuers to any the Initial Purchaser, except that the Company Issuers shall be obligated to reimburse the expenses of the Initial Purchasers Purchaser pursuant to Section Sections 4 and 6 hereof, (ii) any the Initial Purchaser to the CompanyIssuers, or (iii) any party hereto to any other party party, except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in Section 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 6 hereof, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.to

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company and the Selling Shareholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, Inc., or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; the Nasdaq Stock Market, Inc., (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms described in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 11 shall be without liability on the part of (ia) the Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section 4 and Section 6 hereof, (iib) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Shareholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market, or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe National Association of Securities Dealers, LLC; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified in Section 9(a)(i)-(v), such event singly or together with any other event makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the Company, Company or any person controlling the Company or (iiiz) of any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate this Agreement with respect Prior to the Notes Closing Date, whether before or after notification by notice the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial economic conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole reasonable judgment of the RepresentativeUnderwriters, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package or manner and on the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) terms described in the judgment Prospectus or to enforce contracts for the sale of securities, (iv) if the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossmaterial loss by fire, event flood, accident, hurricane, earthquake, theft, sabotage or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vi) regulatory approval (including but not limited to Nasdaq approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 8 shall be without liability on the part of (ia) the Company to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Section 6 hereofUnderwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (iib) any Initial Purchaser the Underwriters to the Company, or (iiic) of any party hereto to any other party except that the provisions of Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the First Closing Date, this Agreement with respect to may be terminated by the Notes Representatives by notice given to the Company if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or Phoenix to any Initial PurchaserUnderwriter, except that the Company and Phoenix shall be jointly or severally obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or Phoenix or any person controlling the Company or Phoenix, or (iiiz) any party hereto to any other party except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative may terminate Prior to the Closing Date, this Agreement with respect to may be terminated by the Notes Initial Purchasers by notice given to the Company at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, if at any time: (i) trading or quotation in any of the Company’s 's or any Guarantor's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, North Carolina or New York Delaware authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Securities in the Pricing Disclosure Package manner and on the terms described in the Offering Memorandum or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Initial Purchasers there shall have occurred any Material Adverse Change; or exist any event or condition a type described in Section 2(l(v) hereof the Company or any other lossGuarantor shall have sustained a loss by strike, event the, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative 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 8 10 shall be without liability on the part of (ia) the Company or any Guarantor to any Initial Purchaser, Purchaser except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (iib) any Initial Purchaser to the CompanyCompany or any Guarantor, or (iiic) any party hereto to any other party except that the provisions of Section 7 hereof 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Representative This Agreement may terminate this Agreement with respect to be terminated by the Notes Representatives by notice given to the Company and the Selling Stockholders if (a) at any time on or after the execution and delivery of this Agreement and prior to the First Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; the NASD, (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York California authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective change in general economicUnited States' or international political, political financial or financial conditions which has an effect on the U.S. financial markets thateconomic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representative, Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Common Shares in the Pricing Disclosure Package manner and on the terms contemplated in the Prospectus or to enforce contracts for the Final Offering Memorandum, exclusive sale of any amendment or supplement theretosecurities; or (viv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or exist any event or condition (v) the Company shall have sustained a type described in Section 2(l) hereof or any other lossloss by strike, event fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgement, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 8 9 shall be without liability on the part of (ix) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Section Sections 5 and 6 hereof, (iiy) any Initial Purchaser Underwriter to the CompanyCompany or any person controlling the Company or the Selling Stockholders, or (iiiz) of any party hereto to any other party party, except that the provisions of Section 7 hereof shall at all times be effective and shall survive such termination, except with respect to the expenses to be paid by the Selling Stockholders pursuant to Section 5 hereof.

Termination of this Agreement. The Representative may terminate this Agreement with respect Prior to the Notes Closing Date, whether before or after notification by notice the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representative by written notice given to the Company and the Selling Shareholders if at any time on or prior to the Closing Date in the event that the Company shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or if, at any time: (i) trading or quotation in any of the Company’s securities Ordinary Shares shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (iii) a general banking moratorium shall have been declared by any of U.S. federal or New York Cayman Islands authorities; (iviii) there shall have been (A) an occurred any outbreak or escalation of national or international hostilities between the United States and or any foreign powercrisis or calamity, (B) an outbreak or escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis involving change in the United States or (D) international financial markets, or any substantial change or development involving a prospective substantial change in general economicUnited States’ or international political, political financial or financial economic conditions which has an effect on the U.S. financial markets that, in the case of any event described in this clause (iv), in the sole reasonable judgment of the RepresentativeUnderwriters, is material and adverse and makes it impracticable or inadvisable to proceed with market the offer, sale and delivery of the Notes as disclosed Offered Securities in the Pricing Disclosure Package or manner and on the Final Offering Memorandum, exclusive of any amendment or supplement thereto; or (v) terms described in the judgment Prospectus or to enforce contracts for the sale of securities, (iv) if the Representative there Company shall have occurred or exist any event or condition sustained a type described in Section 2(l) hereof or any other lossmaterial loss by fire, event flood, accident, hurricane, earthquake, theft, sabotage or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company or the Selling Shareholders are in material breach of any of their respective representations, warranties or covenants hereunder, (vi) regulatory approval (including but not limited to NASDAQ approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the Offering or to enforce contracts for the sale of the Offered Securities, or (vi) if the Representative shall have become aware after the date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such Material Adverse Change in general market conditions as in the Representative’s commercially reasonable judgment would make it impracticable to proceed with the Offering or to enforce contracts made by the Underwriters for the sale of the Offered Securities. Any termination pursuant to this Section 8 10 shall be without liability on the part of (ia) the Company and the Selling Shareholders to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Representative for only those out-of-pocket expenses (including the reasonable fees and expenses of its counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Section 6 hereofRepresentative in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (iib) any Initial Purchaser the Underwriters to the CompanyCompany and the Selling Shareholders, or (iiic) of any party hereto to any other party except that the provisions of Section 7 hereof 6 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Representative) and Section 9 shall at all times be effective and shall survive such termination.