Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii) and Section 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have On or after the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Lead Managers by notice given to the Parent Guarantor and the Issuer if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled Parent Guarantor’s or waived by the Representative in writing, (iii) trading in the CompanyIssuer’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the New York Stock Exchange, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by any of federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, New York authorities; (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the date hereof, of events that are reasonably expected to result in (A) a Material Adverse EffectUnited States, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Lead Managers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Lead Managers there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoined, suspended there shall have occurred a material disruption in commercial banking or otherwise limited from serving as a director securities settlement or executive officer under clearance services in the federal securities lawsUnited States or with respect to the Clearstream or Euroclear systems in Europe. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Issuer to any Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have This Agreement may be terminated by the right to terminate this Agreement by Placement Agents giving one day’s notice to the Company as hereinafter specified if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Stock Market LLC or trading in securities generally on NASDAQ either the Nasdaq Stock Market LLC or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Placement Agents is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Placement Agents there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company shall have sustained a loss by strike, suspended fire, flood, earthquake, accident, terrorist attack, act of war or otherwise limited from serving other calamity of such character as a director in the sole judgment of the Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Placement Agent, except that the Company shall be obligated to reimburse all expenses of the Placement Agents pursuant to Section 9 (the “Payment of Expenses”) and Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii11 (“Indemnification”) and Section 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate Closing Date this Agreement may be terminated by giving the Representative by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on NASDAQ either the NYSE or the Nasdaq Stock Market, Inc. shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (viiiii) in the Underwriters judgment of the Representative there shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a occurred any Material Adverse EffectChange; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securities, securities; or (viiiv) the Company shall have sustained a director loss by strike, fire, flood, earthquake, accident or executive officer 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: (A) is charged with a felony offense relating to any financial , regardless of whether or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or not such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsloss shall have been insured. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or any Guarantor to any Underwriter, and the Guarantors shall be obligated to reimburse the expenses of the Representative and Underwriters pursuant to Sections 5 and 7 hereof, (b) the Underwriters to the Company or any Guarantor or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Rxxxxxx Jxxxx shall have the right to terminate this Agreement right, by giving notice to the Company as hereinafter specified at any time at or prior time, to the Closing Date, terminate its obligations pursuant to a Placement Notice if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended or limited by the Commission or NASDAQ by the Exchange, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or materially limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by any of federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, New York authorities; or (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of Rxxxxxx Jxxxx is material and adverse and makes it impracticable or inadvisable to proceed with market the offering, sale and/or delivery of Placement Shares in the Securities manner and on the terms described in the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Companysecurities; (Biv) becomes in the subject judgment of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take Rxxxxxx Jxxxx there shall have occurred any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company or any of its subsidiaries shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as in the judgment of Rxxxxxx Jxxxx xxx interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a director whole, regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 13(a) shall be without liability on the part of (a) the Company to Rxxxxxx Jxxxx, except that the Company shall be obligated to reimburse the expenses of Rxxxxxx Jxxxx pursuant to Sections 7(h) hereof, (b) Rxxxxxx Jxxxx to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii) 10 and Section 6 hereof 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Prior to the purchase of the Firm Shares by the Underwriters shall have on the right to terminate First Closing Date, this Agreement may be terminated by giving Jefferies by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Delaware or covenants hereunder, Maryland authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of Jefferies is material and adverse and makes it impracticable to proceed with market the offering, sale and/or delivery Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Securities Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, judgment of Jefferies there shall have occurred any Material Adverse Change; or (viiiv) the Company shall have sustained a director loss by strike, fire, flood, earthquake, accident or executive officer other calamity of such character as in the judgment of Jefferies may interfere materially with the conduct of the Company: business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (Aa) is charged with a felony offense relating the Company to any financial Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or corporate matter arising from conduct relating Section 7 hereof or (b) any Underwriter to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoinedprovided, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except however, that the provisions of Section 4(a)(vii) 9 and Section 6 hereof 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, by NYSE American; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any U.S. federal authorities; (iii) there shall have occurred any outbreak or state authorities which prevents payment by an Underwriter pursuant escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to Section 3market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities, (viiv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viivi) if the Underwriters Representative shall have become aware after the date hereof, hereof of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, conditions as in each case, as the Representative’s reasonable judgment would make it impracticable, in the Underwriters’ reasonable judgement, 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 (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 6 hereof 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Prior to the purchase of the Firm Shares by the Underwriters shall have on the right to terminate First Closing Date, this Agreement may be terminated by giving the Representative by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq, or trading in securities generally on NASDAQ either the Nasdaq or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Delaware or covenants hereunder, (vii) New Jersey authorities or a major disruption of securities settlements or clearing services in the Underwriters United States shall have become aware after the date hereof, occurred and be continuing; (iii) there shall have occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Securities Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securitiesjudgment of the Representative there shall have occurred any change, or (viii) any development or event involving a director prospective change, in the condition, financial or executive officer otherwise, or in the business, properties, earnings, results of operations or prospects of the Company: Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (Av) is charged the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with a felony offense relating the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any financial Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and Section 7 hereof or corporate matter arising from conduct relating (b) any Underwriter to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoinedprovided, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except however, that the provisions of Section 4(a)(vii) 9 and Section 6 hereof 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the OTC Bulletin Board, or trading in securities generally on either the NASDAQ Stock Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal any federal, New York or state authorities which prevents payment by an Underwriter pursuant to Section 3, Delaware authorities; (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, offering sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Representative there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 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 Sections 4 and 6 hereof, if applicable, (ii) any Initial Purchaser to the Company, or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Placement Agent shall have the right to terminate this Agreement (and the obligations of the Purchasers under subscription agreements entered into with the Company) by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, without liability on the part of the Placement Agent to the Company, if (i) prior to delivery and payment for the Securities (A) trading in securities generally shall have been suspended on or by any Trading Market, (B) trading in the Common Stock of the Company shall have been suspended on any exchange, in the over-the-counter market or by the Commission, (C) a general moratorium on commercial banking activities shall have been declared by federal or state authorities or a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States, (D) there shall have occurred any outbreak or material escalation of hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (E) there shall have occurred any other calamity or crisis or any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Placement Agent, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Statutory Prospectus and the Prospectus, (ii) since the time of execution of this Agreement, there has been any Material Adverse Change or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, in each case which is not described in the Statutory Prospectus and the Prospectus, and is of such character that in the judgment of the Placement Agent would, individually or in the aggregate, result in a Material Adverse Change and which would, in the judgment of the Placement Agent, make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement, the Statutory Prospectus and the Prospectus, (iii) the Company shall have failed, refused or been unable, at unable to comply with the terms or prior to the Closing Date, to perform any material agreement on its part to be performed hereunderor obligation of this Agreement or any subscription agreement entered into with Purchasers, other than by reason of a default by the Placement Agent, or (iiiv) any condition of the Underwriters’ Placement Agent’s obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsfulfilled. Any such termination shall be without liability of any party to any other party party, except that the Company will reimburse the Placement Agent for all of their out-of-pocket expenses actually incurred by them in connection with the Placement and that the provisions of Section 4(a)(vii) 6, and Section 6 15 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. (a) The Underwriters This Agreement shall have be subject to termination in the right to terminate this Agreement absolute discretion of the Representatives, by giving notice given to the Company as hereinafter specified at any time at or prior to the Closing Date, if Date (i) if there shall have been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company shall have failedand its subsidiaries considered as one enterprise, refused whether or been unablenot arising in the ordinary course of business, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) if, since the date of this Agreement, there shall have occurred any condition material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of the Underwriters’ obligations hereunder is not fulfilled Representatives, impracticable or waived by inadvisable to proceed with the Representative in writingoffering and delivery of the Securities, or (iii) if, since the date of this Agreement, trading in any securities of the Company’s Common Stock Company shall have been suspended by the Commission SEC or NASDAQ a national securities exchange or the over-the-counter markets, or if trading in securities generally on NASDAQ either the American Stock Exchange, the New York Stock Exchange or the over-the-counter markets shall have been suspended, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQby either of said Exchanges, by such exchange the over-the-counter markets or by order of the Commission SEC or any other governmental authority having jurisdictionauthority, (v) or if a banking moratorium shall have been declared by federal either Federal or state New York authorities which prevents payment or if a banking moratorium shall have been declared by an Underwriter pursuant to Section 3, (vi) the Company is relevant authorities in material breach the country or countries of origin of any of its representationsforeign currency or currencies in which the Securities are denominated or payable, warranties or covenants hereunder, (vii) the Underwriters if a material disruption in commercial banking or securities settlement or clearance service in such country shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effectoccurred, or (Biv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of this Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced (other than a reaffirmation of a previous announcement) since such date that it has under a surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the Representatives' attention any facts that would cause the Representatives to reasonably believe that the Prospectus, at the time it was required to be delivered to the Underwriters, included an untrue statement of a material adverse change fact or omitted to state a material fact necessary in general market conditions, in each case, as would order to make it impracticablethe statements therein, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery light of the Securities or to enforce contracts made by circumstances existing at the Underwriters for the sale time of the Securitiessuch delivery, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii) and Section 6 hereof shall at all times be effective and shall survive such terminationnot misleading.

Termination of this Agreement. (a) The Underwriters shall have This Agreement may be terminated by the right to terminate this Agreement Representatives by giving notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if Closing: (i) trading or settlement in securities generally on the Company Nasdaq Stock Market, the NYSE or any over-the-counter market shall have failedbeen suspended or limited, refused or minimum or maximum prices shall have been unable, at generally established on any of such quotation system or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, stock exchange; (ii) trading or settlement in any condition securities of the Underwriters’ obligations hereunder is not fulfilled Parent on the Nasdaq Stock Market shall have been suspended or waived by the Representative in writinglimited, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a general banking moratorium shall have been declared by any of federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, New York authorities; (viiv) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts made by the Underwriters for the sale of the Securities, securities; or (viiiv) a director the Company or executive officer any of the Company: Initial Guarantors shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may (A) is charged interfere materially with the conduct of the business and operations of the Company and the Initial Guarantors, taken as a felony offense relating to any financial whole, regardless of whether or corporate matter arising from conduct relating to the Company; not such loss shall have been insured and (B) becomes make it inadvisable to proceed with the subject offering of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under Securities in the federal securities lawsmanner and on the terms described in the Pricing Disclosure Package. Any such termination pursuant to this Section 11 shall be without liability on the part of (i) the Company or any Initial Guarantor to the Initial Purchaser, except that the Company and the Initial Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to 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 4(a)(vii) Sections 4, 9 and Section 6 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, by Nasdaq; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any U.S. federal or state authorities which prevents payment Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions 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 securities; (iv) if the Company shall have sustained a material loss by an Underwriter pursuant fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will make it inadvisable to Section 3, proceed with the delivery of the Offered Securities; (viv) if the Company is in material breach of any of its representations, warranties or covenants hereunder, ; or (viivi) if the Underwriters Representative shall have become aware after the date hereof, hereof of events that are reasonably expected to result in (A) such a Material Adverse EffectChange in the conditions or prospects of the Company, or (B) a such adverse material adverse change in general market conditions, in each case, as conditions would make it impracticable, in the Underwriters’ reasonable judgement, impracticable to proceed with the offeringOffering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination pursuant to this Section 9 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii5 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 6 hereof 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, by Nasdaq; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any U.S. federal or state authorities which prevents payment Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions 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 securities; (iv) if the Company shall have sustained a material loss by an Underwriter pursuant fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to Section 3, proceed with the delivery of the Offered Securities; (viv) if the Company is in material breach of any of its representations, warranties or covenants hereunder, ; or (viivi) if the Underwriters Representative shall have become aware after the date hereof, hereof of events that are reasonably expected to result in (A) such a Material Adverse EffectChange in the conditions or prospects of the Company, or (B) a such adverse material adverse change in general market conditions, conditions as in each case, as the Representative’s judgment would make it impracticable, in the Underwriters’ reasonable judgement, impracticable to proceed with the offeringOffering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 6 hereof 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representative by written notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, by Nasdaq; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by federal any U.S. federal, PRC or state authorities which prevents payment by an Underwriter pursuant Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States, PRC or international financial markets, or any substantial change or development involving a prospective substantial change in United States’, PRC’s or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to Section 3market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities, (viiv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity 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 (viivi) if the Underwriters Representative shall have become aware after the date hereof, hereof of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, conditions as in each case, as the Representative’s judgment would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except the Company shall 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 Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $200,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 6 hereof 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Issuer if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the UnderwritersIssuer’s or the Guarantors’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock Securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Stock Market, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended, (iv) suspended or limited or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and Final Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Representatives there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Issuer or a Guarantor shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Issuer or executive officer under the federal securities lawsany Guarantor regardless of whether or not such loss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (A) the Issuer or any Guarantor to any Initial Purchaser, except that the Issuer and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (B) any Initial Purchaser to the Issuer, or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate Closing Time, this Agreement may be terminated by giving the Underwriters by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on NASDAQ either the NYSE or the Nasdaq Stock Market, Inc. shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (viiiii) in the judgment of the Underwriters there shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a occurred any Material Adverse EffectChange; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Underwriters is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securities, securities; or (viiiv) the Company shall have sustained a director loss by strike, fire, flood, earthquake, accident or executive officer other calamity of such character as in the judgment of the Underwriters may interfere materially with the conduct of the business and operations of the Company: (A) is charged with a felony offense relating to any financial , regardless of whether or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or not such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsloss shall have been insured. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to the Underwriters, and the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 and 7 hereof, (b) the Underwriters to the Company or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice Prior to the Company as hereinafter specified at any time at or prior to purchase of the Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or materially limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspendedsuspended or materially limited, (iv) or the minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any of federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, New York authorities; (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Representatives is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securitiessecurities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (viiivi) a director or executive officer the rating assigned by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Company: (AExchange Act) is charged with a felony offense relating to any financial debt securities of the Company as of the date hereof shall have been lowered since the date hereof or corporate matter arising from conduct relating if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoinedprovided, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except however, that the provisions of Section 4(a)(vii) 9 and Section 6 hereof 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice Prior to the Company as hereinafter specified at any time at or prior to purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company and the Selling Stockholders if at any time: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iiia) trading or quotation in any of the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NASDAQ, or (b) trading in securities generally on either the NASDAQ or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any of federal or state authorities which prevents payment by an New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter pursuant is material and adverse and makes it impracticable or inadvisable to Section 3, proceed with the completion of the offering contemplated hereby on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; or (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereofsustained a loss by strike, fire, flood, earthquake, accident or other calamity of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, such character as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed judgment of the Underwriter may interfere materially with the offering, sale and/or delivery conduct of the Securities or to enforce contracts made by the Underwriters for the sale business and operations of the Securities, Company regardless of whether or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or not such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsloss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company or the Selling Stockholders to any other party the Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriter pursuant to Section 4 or Section 7 hereof or (b) the Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 4(a)(vii) 9 and Section 6 hereof 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Underwriter shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholder as hereinafter specified at any time at or prior to the Closing DateDate or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform there has occurred any material agreement on its part adverse change in the securities markets or any event, act or occurrence that has materially disrupted, the securities markets or there has been a material adverse change in general financial, political or economic conditions the effect of which is to be performed hereundermake it, in the reasonable judgment of the Underwriter, inadvisable or impracticable to market the Shares (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ Nasdaq or trading in securities generally on NASDAQ Nasdaq Stock Market, the NYSE or the NYSE American shall have been suspended, (iviii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQNasdaq Stock Market, the NYSE or NYSE American, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (viv) a banking moratorium shall have been declared by federal or New York state authorities authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any substantial change or development involving a prospective substantial change in United States or other international political, financial or economic conditions or any other calamity or crisis, the effect of which prevents payment by an Underwriter pursuant is to Section 3make it, in the reasonable judgment of the Underwriter, inadvisable or impracticable to market the Shares, or (vi) in the Company reasonable judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in material breach the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditionsthe assets, in each caseproperties, as would make it impracticablecondition, financial or otherwise, or in the Underwriters’ reasonable judgementresults of operations, to proceed with the offering, sale and/or delivery business affairs or business prospects of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving and its subsidiaries considered as a director whole, whether or executive officer under not arising in the federal securities lawsordinary course of business. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii5(a)(viii) and Section 6 7 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate First Closing Date this Agreement may be terminated by giving Xxxxxxxxxx Securities by notice given to the Company as hereinafter specified and the Selling Stockholders if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock 's securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Stock Market, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunderCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, (vii) or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Underwriters shall have become aware after is material and adverse and makes it impracticable to market the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, Common Shares in the Underwriters’ reasonable judgement, to proceed with manner and on the offering, sale and/or delivery of terms described in the Securities Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer reasonable judgment of the Company: (A) is charged with a felony offense relating to Underwriters there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination. Section 12.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate First Closing Date, this Agreement may be terminated by giving the Underwriters by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Maryland or covenants hereunderCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, (vii) or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial, or economic conditions, as in the judgment of the Underwriters shall have become aware after is material and adverse and makes it impracticable to market the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, Common Shares in the Underwriters’ reasonable judgement, to proceed with manner and on the offering, sale and/or delivery of terms described in the Securities Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Representatives there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company shall have sustained a loss by strike, suspended fire, flood, earthquake, accident, terrorist attack, act of war or otherwise limited from serving other calamity of such character as a director in the sole judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii8 (“Indemnification”) and Section 6 hereof 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have For the right to terminate period from and after the effectiveness of this Agreement and prior to the First Closing Date, this Agreement shall be subject to termination by giving the Representatives by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if during such period (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock 's securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq National Market, or trading in securities generally on NASDAQ either of the Nasdaq National Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such markets or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Delaware or covenants hereunder, California authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any substantial change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Securities Representatives, is material and adverse and makes it impracticable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Companysecurities; (Biv) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take there shall have occurred any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director to interfere materially with the conduct of the business and operations of the Company regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters to the extent provided in Sections 4 and 6 hereof, (b) of any Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate Closing Time, this Agreement may be terminated by giving the Underwriter by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on NASDAQ either the NYSE or the Nasdaq Stock Market, Inc. shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (viiiii) in the Underwriters judgment of the Underwriter there shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a occurred any Material Adverse EffectChange; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Underwriter is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securities, securities; or (viiiv) the Company shall have sustained a director loss by strike, fire, flood, earthquake, accident or executive officer other calamity of such character as in the judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company: (A) is charged with a felony offense relating to any financial , regardless of whether or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or not such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsloss shall have been insured. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to the Underwriter, and the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 5 and 7 hereof, (b) the Underwriter to the Company or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate First Closing Date, this Agreement may be terminated by giving the Underwriters by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Maryland or covenants hereunderCalifornia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, (vii) or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial, or economic conditions, as in the judgment of the Underwriters shall have become aware after is material and adverse and makes it impracticable to market the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, Common Shares in the Underwriters’ reasonable judgement, to proceed with manner and on the offering, sale and/or delivery of terms described in the Securities Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Underwriters there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company shall have sustained a loss by strike, suspended fire, flood, earthquake, accident, terrorist attack, act of war or otherwise limited from serving other calamity of such character as a director in the sole judgment of the Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii8 (“Indemnification”) and Section 6 hereof 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Underwriters by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, by the Nasdaq Capital Market; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by federal any of federal, New York or state authorities Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) if a moratorium on foreign exchange trading has been declared which prevents payment materially adversely impacts the United States securities market; (v) if the Company shall have sustained a material loss by an Underwriter pursuant fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to Section 3a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Securities; or (vi) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected Any termination pursuant to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 6 hereof 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Representative by notice given to the Issuer if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writingEscrow Issuer’s, (iii) trading in the Company’s Common Stock or the Guarantors’ Securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Stock Market, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended, (iv) suspended or limited or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and Final Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, judgment of the Representative there shall have occurred any Material Adverse Change; or (viiiv) the Nexstar Parties or a director Guarantor shall have sustained a loss by strike, fire, flood, earthquake, accident or executive officer other calamity of such character as in the judgment of the Company: Representative may interfere materially with the conduct of the business and operations of the Nexstar Parties or any Guarantor regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (A) is charged with a felony offense relating the Nexstar Parties or any Guarantor to any financial or corporate matter arising from conduct relating Initial Purchaser, except that the Nexstar Parties and the Guarantors shall be obligated to reimburse the Company; expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating any Initial Purchaser to the Company (Escrow Issuer or such governmental body announces that it intends to take any such action or undertake any such investigation); the Company, or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, by Nasdaq; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any U.S. federal or state authorities which prevents payment by an Underwriter pursuant British Virgin Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to Section 3market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities, (viiv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viivi) if the Underwriters Representative shall have become aware after the date hereof, hereof of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, conditions as in each case, as the Representative’s reasonable judgment would make it impracticable, in the Underwriters’ reasonable judgement, impracticable to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $150,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 6 hereof 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, by Nasdaq; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any U.S. federal or state authorities which prevents payment by an Underwriter pursuant British Virgin Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to Section 3market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities, (viiv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viivi) if the Underwriters Representative shall have become aware after the date hereof, hereof of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, conditions as in each case, as the Representative’s judgment would make it impracticable, in the Underwriters’ reasonable judgement, 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 (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 6 hereof 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time after the Time of Sale (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Delaware, Texas or covenants hereunder, California authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Initial Purchasers there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company or any of its subsidiaries shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) 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 Sections 4 and 6 hereof, (b) any Initial Purchaser to the Company or any Guarantor, or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Companies if at any time (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended, (iv) suspended or limited or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdictionthe NASD, or a material disruption in securities settlement or clearance services in the United States shall have occurred; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Delaware, Washington or covenants hereunder, any other state authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Initial Purchasers there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedeither of the Companies shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Companies regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) either Company to any Initial Purchaser, except that each Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to either Company, or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Prior to the purchase of the Firm Shares by the Underwriters shall have on the right to terminate First Closing Date, this Agreement may be terminated by giving Jefferies and Barclays by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ the NASDAQ, as applicable, or trading in securities generally on NASDAQ either the NASDAQ, the NYSE or the London Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsXxxxxx Xxxxxxx, warranties Xxx Xxxx, Xxxxxx Xxxxxxx or covenants hereunder, U.S. federal authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market the United Kingdom, the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United Kingdom’s, United States’ or international political, financial or economic conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of Jefferies and Barclays is material and adverse and makes it impracticable to proceed with market the offering, sale and/or delivery Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Securities Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, judgment of Jefferies and Barclays there shall have occurred any Material Adverse Change; or (viiiv) the Company shall have sustained a director loss by strike, fire, flood, earthquake, accident or executive officer other calamity of such character as in the reasonable judgment of Jefferies and Barclays may interfere materially with the conduct of the Company: business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (Aa) is charged with a felony offense relating the Company to any financial Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or corporate matter arising from conduct relating Section 7 hereof or (b) any Underwriter to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoinedprovided, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except however, that the provisions of Section 4(a)(vii) 9 and Section 6 hereof 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended by the Commission or NASDAQ by the NYSE, or trading in securities generally on either the NASDAQ Stock Market or the NYSE shall have been suspendedsuspended or materially limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by any of federal or New York or state authorities which prevents payment by an Underwriter pursuant to Section 3, of Company’s incorporation authorities; (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, judgment of the Representative there shall have occurred any Material Adverse Change; or (viiiv) the Company shall have sustained a director loss by strike, fire, flood, earthquake, accident or executive officer other calamity of such character as in the judgment of the Company: Representative may interfere materially with the conduct of the business and operations of the Company and its subsidiaries considered as one enterprise regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (A) is charged with a felony offense relating to the Company or any financial or corporate matter arising from conduct relating Guarantor to the Company; Initial Purchasers, except that the Company and the Guarantors shall be obligated to reimburse the expenses of any Initial Purchaser pursuant to Sections 4 and 6 hereof, (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating Initial Purchasers to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); and the Guarantors or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Representatives shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing DateDate or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform there has occurred any material agreement on its part 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 be performed hereundermake it, in the reasonable judgment of the Representatives, impracticable or inadvisable to market the Shares, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ Nasdaq or trading in securities generally on NASDAQ the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iviii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQthe Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdictionGovernmental Entity, (viv) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3New York State authorities, (viv) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the date hereofUnited States, any declaration by the United States of events that are reasonably expected to result in (A) a Material Adverse Effectnational emergency or war, any substantial change or (B) development involving a material adverse prospective substantial change in general market conditionsUnited States or international political, financial or economic conditions or any other calamity or crisis, in each case, as would the effect of which is to make it impracticableit, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Securities Representatives, impracticable or inadvisable to market the Shares, or (vi) there has been, since the time of execution of this Agreement, any Material Adverse Effect that, in the reasonable judgment of the Representatives, makes it impracticable or inadvisable to market the Shares or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsShares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii) 5(h), Section 7 and Section 6 Sections 11 through 19, inclusive, hereof shall at all times be effective and shall survive such termination. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 shall remain in effect.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ the NYSE-MKT or trading in securities generally on NASDAQ the NYSE-MKT shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQthe NYSE-MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse EffectChange, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii) and Section 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Representatives shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to any Date of Delivery, if (i) there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus (except as disclosed as of the date hereof in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus), any material adverse change, including any material adverse change as a result of a strike, fire, flood, earthquake, accident or other calamity, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one entity, whether or not arising in the ordinary course of business; (ii) the Company shall have failed, refused or been unable, at or prior to the such Closing DateDate or Date of Delivery, as applicable, to perform any material agreement on its part to be performed hereunder, ; (iiiii) any condition of set forth in Section 5 to the Underwriters’ obligations hereunder to close is not fulfilled or waived by the Representative in writing, fulfilled; (iiiiv) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ the Nasdaq Stock Market or trading in securities generally on NASDAQ the Nasdaq Stock Market, New York Stock Exchange or the NYSE Amex Equities shall have been suspended, ; (ivv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQthe Nasdaq Stock Market, New York Stock Exchange or the NYSE Amex Equities, by such exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, ; (vvi) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representations, warranties authorities; or covenants hereunder, (vii) the Underwriters there shall have become aware after occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the date hereofUnited States, any declaration by the United States of events that are reasonably expected to result a national emergency or war, any change in (A) financial markets, any substantial change or development involving a Material Adverse Effectprospective substantial change in United States or international political, financial or economic conditions, or (B) a material adverse change in general market conditions, in each case, as would make it impracticableany other calamity or crisis that, in the UnderwritersRepresentatives’ reasonable judgementjudgment, is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale and/or delivery completion of the Securities or to enforce contracts made by the Underwriters for the sale of and payment for the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii4(h) and Section 6 Sections 6, 7, 13, 14 and 15 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate Closing Time, this Agreement may be terminated by giving the Underwriter by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on NASDAQ either the NYSE or the Nasdaq Stock Market, Inc. shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (viiiii) in the Underwriters judgment of the Underwriter there shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a occurred any Material Adverse EffectChange; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Underwriter is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Disclosure Package or the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securities, securities; or (viiiv) the Company shall have sustained a director loss by strike, fire, flood, earthquake, accident or executive officer other calamity of such character as in the judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company: (A) is charged with a felony offense relating to any financial , regardless of whether or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or not such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsloss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Underwriter, and the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 5 and 7 hereof, (b) the Underwriter to the Company or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this ----------------------------- Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock 's securities shall have been suspended or limited by the Commission or NASDAQ Commission, or trading in securities generally on NASDAQ the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended, (iv) suspended or limited or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Delaware or covenants hereunder, California authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer reasonable judgment of the Company: (A) is charged with a felony offense relating to Initial Purchasers there shall have occurred any financial Material Adverse Change; or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such governmental body announces that it intends to take any character as in the reasonable judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company or its subsidiaries regardless of whether or not such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsloss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of the Company and the Guarantors 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 in the case of clause (iv) above, Section 6 hereof, any Initial Purchaser to the Company, or of any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice Prior to the Company as hereinafter specified at any time at or prior to purchase of the Securities by the Underwriter on the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or materially limited by the Commission or NASDAQ by NASDAQ, or trading in securities generally on any NASDAQ market or the New York Stock Exchange shall have been suspendedsuspended or materially limited, (iv) or the minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties North Carolina or covenants hereunder, New York authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Underwriter is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securitiessecurities; (iv) in the reasonable judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (viiivi) a director or executive officer the rating assigned by any NRSRO to any debt securities of the Company: Company as of the date hereof shall have been lowered since the date hereof or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to this Section 12 shall be without liability on the part of (Aa) is charged with a felony offense relating the Company to any financial the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Section 5 or corporate matter arising from conduct relating Section 8 hereof or (b) the Underwriter to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoinedprovided, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except however, that the provisions of Section 4(a)(vii) 10 and Section 6 hereof 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ NYSE MKT or trading in securities generally on NYSE MKT, the New York Stock Exchange or the NASDAQ shall have been suspended, (ivii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on the NYSE MKT, NASDAQ, or the New York Stock Exchange, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (viii) a banking moratorium shall have been declared by federal federal, New York or California state authorities which prevents payment authorities, or (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by an Underwriter pursuant to Section 3the United States of a national emergency or war, any substantial change in financial markets, 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, or (viv) the Company is in material breach of suffers any of its representationsloss by strike, warranties fire, flood, earthquake, accident or covenants hereunderother calamity, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, whether or (B) a material adverse change in general market conditions, in each case, as would make it impracticablenot covered by insurance, in the Underwriters’ Representative’s reasonable judgement, judgment is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale and/or delivery completion of the Securities sale of and payment for the Shares. If this Agreement is terminated pursuant to this Section 9 or the purchase of the Shares pursuant to enforce contracts made by the terms of this Agreement is not consummated for any reason, the Company will reimburse the Underwriters for all reasonable documented out-of-pocket expenses (including reasonable fees and disbursements of counsel up to a maximum of $150,000) incurred by them in connection with the sale offering of the Securities, except as set forth in Sections 7, and 9 hereof, and the Underwriters will have no further obligation or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving liability hereunder except as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except that the provisions of set forth in Section 4(a)(vii) and Section 6 hereof shall at all times be effective and shall survive such termination7 hereof.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, by Nasdaq; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any U.S. federal or state authorities which prevents payment Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions 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 securities; and (iv) if the Company shall have sustained a material loss by an Underwriter pursuant fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to Section 3proceed with the delivery of the Offered Securities, (viv) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (viivi) if the Underwriters Representative shall have become aware after the date hereof, hereof of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, conditions as in each case, as the Representative’s judgment would make it impracticable, in the Underwriters’ reasonable judgement, impracticable to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $150,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 6 hereof 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate First Closing Date, this Agreement may be terminated by giving the Underwriter by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Global Select Market, or trading in securities generally on NASDAQ either the Nasdaq Global Select Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by any federal or state authorities New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) in the judgment of the Underwriter there shall have occurred a material event which prevents payment by an affects (A) the disclosure in the Prospectus or (B) the ability of the Underwriter pursuant to Section 3, market and sell the Offered Shares on the terms set forth in the Preliminary Prospectus or the Prospectus; or (vi) the Company is shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in material breach the judgment of any the Underwriter may interfere materially with the conduct of its representations, warranties the business and operations of the Company regardless of whether or covenants hereunder, not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of: (viia) the Underwriters Company to the Underwriter, except that the Company shall have become aware after be obligated to reimburse the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery expenses of the Securities or Underwriter pursuant to enforce contracts made by Sections 4 and 6 hereof; (b) the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating Underwriter to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (Cc) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate purchase of the Units by the Purchasers on the Closing Date this Agreement may be terminated by giving the Representative by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the New York Stock Exchange or trading in securities generally on either the NASDAQ Global Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Delaware or covenants hereunder, California authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Securities Placement Agents is material and adverse and makes it impracticable to market the Units in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securitiesjudgment of the Representative there shall have occurred any Material Adverse Change; (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (viiivi) a director or executive officer of for any other reason permitted under this Agreement or the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsSubscription Agreements. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Placement Agents, except that the Company shall be obligated to reimburse the expenses of the Placement Agents pursuant to Sections 5 and 7 hereof, (b) the Placement Agents to the Company or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination. The Company hereby acknowledges that in the event that this Agreement is terminated by the Placement Agents pursuant to the terms hereof, the Subscription Agreements shall automatically terminate without any further action on the part of the parties thereto.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Representative by notice given to the Issuer if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the UnderwritersIssuer’s or the Guarantors’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock Securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Stock Market, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended, (iv) suspended or limited or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and Final Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Representative there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Issuer or a Guarantor shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Issuer or executive officer under the federal securities lawsany Guarantor regardless of whether or not such loss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (A) the Issuer or any Guarantor to any Initial Purchaser, except that the Issuer and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (B) any Initial Purchaser to the Issuer, or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Xxxxxxx Xxxxx shall have the right to terminate this Agreement right, by giving notice to the Company as hereinafter specified at any time at or prior time, to the Closing Date, terminate its obligations pursuant to a Placement Notice if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended or limited by the Commission or NASDAQ by the Exchange, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or materially limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by any of federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, New York authorities; or (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a any material adverse change in general market the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to proceed with market the offering, sale and/or delivery of Placement Shares in the Securities manner and on the terms described in the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Companysecurities; (Biv) becomes in the subject judgment of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take Xxxxxxx Xxxxx there shall have occurred any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company or any of its subsidiaries shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as in the judgment of Xxxxxxx Xxxxx xxx interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a director whole, regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 13(a) shall be without liability on the part of (a) the Company to Xxxxxxx Xxxxx, except that the Company shall be obligated to reimburse the expenses of Xxxxxxx Xxxxx pursuant to Sections 7(h) hereof, (b) Xxxxxxx Xxxxx to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii) 10 and Section 6 hereof 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Underwriter shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholders as hereinafter specified at any time at or prior to the Closing Date, if if: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform there has occurred any material agreement adverse change in the securities markets or any event, act or occurrence that has materially disrupted the securities markets or there shall be such a material adverse change in general financial, political or economic conditions or the effect of international conditions on its part the financial markets in the United States is such as to be performed hereundermake it, in the reasonable judgment of the Underwriter, inadvisable or impracticable to market the Shares or enforce Contracts for the sale of the Shares; (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ Exchange or trading in securities generally on NASDAQ NYSE American, the New York Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended, ; (iviii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQthe NYSE American, the New York Stock Exchange or the Nasdaq Stock Market LLC, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, ; (viv) a banking moratorium shall have been declared by federal or New York state authorities which prevents payment by an Underwriter pursuant to Section 3, authorities; (viv) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the date hereofUnited States, any declaration by the United States of events that are reasonably expected to result in (A) a Material Adverse Effectnational emergency or war, or (B) a material adverse any substantial change in general market conditionsfinancial markets, 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, in each case, as would the effect of which is to make it impracticableit, in the Underwriters’ reasonable judgementjudgment of the Underwriter, impracticable or inadvisable to market the Shares; (vi) in the reasonable judgment of the Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statements, the Time of Sale Disclosure Package or the Prospectus, any Material Adverse Effect; or (vii) the Company suffers any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, which, in the Underwriter’s reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale and/or delivery completion of the Securities or to enforce contracts made by the Underwriters for the sale of and payment for the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii) and Section 6 hereof shall at all times be effective and shall survive such terminationShares.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate First Closing Date, this Agreement may be terminated by giving any Underwriter by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Global Select Market, or trading in securities generally on NASDAQ either the Nasdaq Global Select Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the FINRA; (vii) a general banking moratorium shall have been declared by any federal or state authorities New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of such Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of such Underwriter there shall have occurred any Material Adverse Change; (v) in the judgment of such Underwriter there shall have occurred a material event which prevents payment by an affects (A) the disclosure in the Prospectus or (B) the ability of such Underwriter pursuant to Section 3, market and sell the Offered Shares on the terms set forth in the Preliminary Prospectus or the Prospectus; or (vi) the Company is shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in material breach the judgment of any such Underwriter may interfere materially with the conduct of its representationsthe business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of: (a) the Company to the Underwriters, warranties or covenants hereunder, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof; (viib) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (Cc) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. (a) The Underwriters shall have This Agreement may be terminated jointly by X.X. Xxxxxx Securities plc and Deutsche Bank AG, Singapore Branch by notice given to the right to terminate Company, if after the execution and delivery of this Agreement by giving notice to the Company as hereinafter specified at any time at and on or prior to the Closing Date, if : (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended by the Commission or NASDAQ by any exchange or in any over-the-counter market; (ii) trading in securities generally on NASDAQ shall have been suspended, (iv) minimum suspended or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, materially limited on NASDAQ, by such exchange or by order any of the Commission HKSE, the New York Stock Exchange, the American Stock Exchange, The Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or any other governmental authority having jurisdiction, the Chicago Board of Trade; (viii) a general banking moratorium shall have been declared by federal any United States or state authorities which prevents payment by an Underwriter pursuant to Section 3New York, Hong Kong or the PRC authorities; or (viiv) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effect, hostilities or (B) a material adverse any change in general market conditionsfinancial markets or any calamity or crisis, in each caseeither within or outside the United States, that, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering, offering sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawssecurities. Any such termination pursuant to this Section 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 Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company or any Guarantor, or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Representative by notice given to the Company and the Escrow Issuer if at any time: (i) the Company shall have failed, refused trading or been unable, at quotation in any of GCA’s or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the UnderwritersMultimedia Games’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or materially limited by the Commission or NASDAQ by the NYSE or by the Nasdaq Stock Market, as applicable, other than any cessation of the trading of Multimedia Games’ securities related solely to the consummation of the Acquisition, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the NYSE shall have been suspendedsuspended or materially limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, New York authorities; (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities or to enforce contracts made by in the Underwriters for manner and on the sale terms described in the Final Offering Memorandum; (iv) in the judgment of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to Representative there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity, regardless of whether or not such loss shall have been insured, of such character as in the judgment of the Representative is enjoinedso material and adverse as to make it impracticable or inadvisable to proceed with the offering, suspended sale or otherwise limited from serving as a director or executive officer under delivery of the federal securities lawsSecurities in the manner and on the terms described in the Final Offering Memorandum. Any such termination pursuant to this Section 10 shall be without liability on the part of (i) the Issuer or any Guarantor to any Initial Purchaser, except that the Issuer and, following the Escrow Release Date, the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Issuer, or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by giving the Underwriter by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any of federal or state New York State authorities which prevents payment or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) there shall have occurred any Material Adverse Change that, in the judgment of the Underwriter, makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus; or (v) the Company shall have sustained a loss by an strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to pay or reimburse the expenses of the Underwriter pursuant to Section 3, 4 and Section 7 hereof or (vib) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating Underwriter to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except provided that the provisions of Section 4(a)(vii) and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Prior to the purchase of the Firm Shares by the Underwriters shall have on the right to terminate First Closing Date, this Agreement may be terminated by giving Mxxxxx Sxxxxxx by notice given to the Company as hereinafter specified and the Selling Stockholders if at any time at or prior to the Closing Date, if time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NASDAQ, or trading in securities generally on either the NASDAQ or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of Mxxxxx Sxxxxxx is material and adverse and makes it impracticable to proceed with market the offering, sale and/or delivery Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Securities Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, judgment of Mxxxxx Sxxxxxx there shall have occurred any Material Adverse Change; or (viiiv) the Company shall have sustained a director loss by strike, fire, flood, earthquake, accident or executive officer other calamity of such character as in the judgment of Mxxxxx Sxxxxxx may interfere materially with the conduct of the Company: business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (Aa) is charged with a felony offense relating the Company or the Selling Stockholders to any financial Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 and the Company, and if applicable, the Selling Stockholders, shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 7 hereof or corporate matter arising from conduct relating (b) any Underwriter to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoinedprovided, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except however, that the provisions of Section 4(a)(vii) 9 and Section 6 hereof 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by Mxxxxxx Lxxxx by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Georgia authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of Mxxxxxx Lxxxx is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)securities; or (Civ) is enjoined, suspended or otherwise limited from serving as a director or executive officer under in the federal securities lawsreasonable judgment of Mxxxxxx Lxxxx there shall have occurred any Material Adverse Change. Any such termination pursuant to this Section 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 Pur- chasers pursuant to 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 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the UnderwritersIssuers’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or by the Nasdaq Stock Market; (ii) trading in securities generally on NASDAQ either the Nasdaq Stock Market or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the FINRA; (viii) a general banking moratorium shall have been declared by federal any of federal, New York or state authorities which prevents payment Delaware authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (v) in the judgment of the Representative there shall have occurred since the date of the latest audited financial statements included or incorporated by an Underwriter pursuant to Section 3reference in the Pricing Disclosure Package, any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Crosstex Parties, taken as a whole, other than as disclosed in the Pricing Disclosure Package; or (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters Issuers shall have become aware after the date hereofsustained a loss by strike, fire, flood, earthquake, accident or other calamity of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, such character as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed judgment of the Representative may interfere materially with the offering, sale and/or delivery conduct of the Securities or to enforce contracts made by the Underwriters for the sale business and operations of the Securities, Issuers regardless of whether or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or not such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsloss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (i) the Issuers or any Guarantor to any Initial Purchaser, except that the Issuers and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers in accordance with the terms of Section 6 hereof, (ii) any Initial Purchaser to the Issuers, or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission SEC or NASDAQ by the American Stock Exchange, or trading in securities generally on NASDAQ the American Stock Exchange, the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such stock exchanges by the SEC or maximum ranges for prices for securities the NASD; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any of federal or state authorities which prevents New York authorities; (iii) there has been a material disruption in commercial banking or securities settlement, payment by an Underwriter pursuant or clearance services in the United States; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to Section 3, market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (v) in the reasonable judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (vi) the Company is in material breach of or any of its representations, warranties or covenants hereunder, (vii) the Underwriters Guarantor shall have become aware after sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the date hereof, judgment of events that are the Initial Purchasers would reasonably be expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsChange. Any such termination pursuant to this Section 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 Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company or any Guarantor or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Initial Purchaser by notice given to the Par Parties if at any time: (i) the Company shall have failed, refused (X) trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the CompanyParent’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE or in any over-the-counter market, or (Y) trading in securities generally on NASDAQ either the Nasdaq Stock Market or the NYSE shall have been suspended, (iv) suspended or limited or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the Financial Industry Regulatory Authority; (vii) a general banking moratorium shall have been declared by federal any federal, New York or state authorities which prevents payment by an Underwriter pursuant to Section 3, Delaware authorities; (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Initial Purchaser is material and adverse and makes it impracticable or inadvisable to proceed with the offering, offering sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Initial Purchaser, there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Par Parties shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Initial Purchaser may interfere materially with the conduct of the business and operations of the Par Parties regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (i) the Par Entities to the Initial Purchaser, except that the Par Entities shall be obligated to reimburse the expenses of the Initial Purchaser pursuant to Sections 4 and 6 hereof, (ii) the Initial Purchaser to the Par Parties, or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to Initial Purchasers may terminate this Agreement Agreement, by giving notice to the Company as hereinafter specified Company, at any time at or prior to the Closing DateDate if, if in the reasonable judgement of the Representative, since the time of execution of this Agreement or since the respective dates as of which information is given in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum, (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform there has occurred any material agreement on its part to be performed hereunderMaterial Adverse Effect, (ii) there has occurred any condition material adverse change in the financial markets in the United States, any outbreak of hostilities or escalation thereof or any other calamity or crisis, including a widespread outbreak of epidemic illnesses (including the novel coronavirus COVID-19 but only to the extent that there is a material worsening of such outbreak that actually occurs after the date hereof in the markets in which the Company operates) or any change or development involving a prospective change in national political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters’ obligations hereunder is not fulfilled Representative, impracticable or waived by inadvisable to proceed with the Representative completion of the purchase and Exempt Resale of the Securities on the terms and in writingthe manner contemplated in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Offering Memorandum or to enforce contracts for the sale of the Securities, (iii) trading or quotation in any securities of the Company’s Common Stock shall have Company has been suspended or limited by the Commission or NASDAQ by NASDAQ, or if trading in securities generally on the New York Stock Exchange (“NYSE”) or NASDAQ shall have has been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange any of said exchanges or by order of the Commission Commission, FINRA or any other governmental authority having jurisdictionauthority, (iv) there has occurred a downgrading in or withdrawal of the rating assigned to the Securities or any other securities of the Company by any NRSRO, or such NRSRO has publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of the Securities or any other securities of the Company, or (v) a banking moratorium shall have has been declared by federal the United States, Ohio or state New York authorities which prevents payment or a material restriction on banking activities or operations by an Underwriter such regulatory authorities or a material disruption has occurred in commercial banking or securities settlement and clearances services in the United States. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to the Initial Purchasers, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 3, 5 or Section 7 hereof or (vib) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating Initial Purchasers to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoinedprovided, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except however, that the provisions of Section 4(a)(vii) 9 and Section 6 hereof 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have On or after the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Parent Guarantor and the Issuer if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled Parent Guarantor’s or waived by the Representative in writing, (iii) trading in the CompanyIssuer’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the New York Stock Exchange, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by any of federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, New York authorities; (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after occurred any outbreak or escalation of national or international hostilities or any crisis or calamity involving the date hereof, of events that are reasonably expected to result in (A) a Material Adverse EffectUnited States, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Underwriter is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Disclosure Package and the Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Underwriter, there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoined, suspended there shall have occurred a material disruption in commercial banking or otherwise limited from serving as a director securities settlement or executive officer under clearance services in the federal securities lawsUnited States or with respect to the Clearstream or Euroclear systems in Europe. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Issuer to the Underwriter, except that the Parent Guarantor and the Issuer shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 4 and 6 hereof, (b) the Underwriter to the Parent Guarantor or the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing DateDate or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform there has occurred any material agreement on its part 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 be performed hereundermake it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to market the Shares, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ Nasdaq or trading in securities generally on NASDAQ the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iviii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQthe Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdictionGovernmental Entity, (viv) a general banking moratorium shall have been declared by federal or state authorities New York State authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the 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, in each case, the effect of which prevents payment by an Underwriter pursuant is to Section 3make it, in the reasonable judgment of the Underwriter, 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 in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticableit, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Securities Underwriter, impracticable or inadvisable to market the Shares or to enforce contracts made by the Underwriters for the sale of the Securities, Shares or (viiivii) a director or executive officer there has been, since the time of execution of this Agreement, any Material Adverse Effect that, in the reasonable judgment of the Company: (A) is charged with a felony offense relating Underwriter, makes it impracticable or inadvisable to any financial market the Shares or corporate matter arising from conduct relating to enforce contracts for the Company; (B) becomes sale of the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsShares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii) 5(h), Section 7 and Section 6 Sections 11 through 19, inclusive, hereof shall at all times be effective and shall survive such termination. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 shall remain in effect.

Termination of this Agreement. (aA) The Underwriters Placement Agent shall have the right to terminate this Agreement (and the obligations of the Purchasers under subscription agreements entered into with the Company) by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, without liability on the part of the Placement Agent to the Company, if (i) prior to delivery and payment for the Shares (a) trading in securities generally shall have been suspended on or by any Trading Market, (b) trading in the Common Stock of the Company shall have been suspended on any exchange, in the over-the-counter market or by the Commission, (c) a general moratorium on commercial banking activities shall have been declared by federal or state authorities or a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States, (d) there shall have occurred any outbreak or material escalation of hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (e) there shall have occurred any other calamity or crisis or any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (d) or (e), in the judgment of the Placement Agent, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Shares on the Closing Date on the terms and in the manner contemplated by this Agreement, the Registration Statement, the Base Prospectus and the Prospectus Supplement, (ii) since the time of execution of this Agreement, there has been any Material Adverse Change or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, in each case which is not described in the Registration Statement, the Base Prospectus or the Prospectus Supplement and is of such character that in the judgment of the Placement Agent would, individually or in the aggregate, result in a Material Adverse Change and which would, in the judgment of the Placement Agent, make it impracticable or inadvisable to proceed with the offering or the delivery of the Shares on the terms and in the manner contemplated in this Agreement, the Registration Statement, the Base Prospectus or the Prospectus Supplement, (iii) the Company shall have failed, refused or been unable, at unable to comply with the terms or prior to the Closing Date, to perform any material agreement on its part to be performed hereunderor obligation of this Agreement or any subscription agreement entered into with Purchasers, other than by reason of a default by the Placement Agent, or (iiiv) any condition of the Underwriters’ Placement Agent’s obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsfulfilled. Any such termination shall be without liability of any party to any other party except that the Company will reimburse the Placement Agent for all of their out-of-pocket expenses actually incurred by them in connection with the Offering, subject to the limitation set forth in the last paragraph of Section 1, and that the provisions of Section 4(a)(vii) 4, and Section 6 11 hereof shall at all times be effective and shall survive notwithstanding such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at On or prior to the Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the New York Stock Exchange, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by federal any federal, New York or state authorities which prevents payment by an Underwriter pursuant to Section 3, Delaware authority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Securities Representative is material and adverse and makes it impracticable or inadvisable to market the Notes in the manner and on the terms described in the Final Offering Memorandum or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawssecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of any party (a) the Company to any other party Initial Purchaser, except to the extent that the provisions Company is obligated to reimburse the expenses of the Representative and the Initial Purchasers pursuant to Sections 4 and 7 hereof, or (b) any Initial Purchaser to the Company, provided, however, that if the Company reimbursed the Initial Purchasers for their expenses pursuant to Section 4(a)(vii) 7 hereof and the defaulting Initial Purchaser or Initial Purchasers are obligated to reimburse the Company for all reimbursements made by the Company to the Representative and the other Initial Purchasers pursuant to Section 6 hereof 7 hereof, such obligation to reimburse the Company shall at all times be effective and shall survive such terminationsurvive.

Termination of this Agreement. (a) The Underwriters shall have This Agreement may be terminated jointly by J.X. Xxxxxx Securities plc and Deutsche Bank AG, Singapore Branch by notice given to the right to terminate Company, if after the execution and delivery of this Agreement by giving notice to the Company as hereinafter specified at any time at and on or prior to the Closing Date, if : (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended by the Commission or NASDAQ by any exchange or in any over-the-counter market; (ii) trading in securities generally on NASDAQ shall have been suspended, (iv) minimum suspended or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, materially limited on NASDAQ, by such exchange or by order any of the Commission Hong Kong Stock Exchange, the SGX-ST, the New York Stock Exchange, NYSE MKT LLC, The Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or any other governmental authority having jurisdiction, the Chicago Board of Trade; (viii) a general banking moratorium shall have been declared by federal any United States or state authorities which prevents payment by an Underwriter pursuant to Section 3New York, Singapore, Hong Kong or the PRC authorities; or (viiv) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effect, hostilities or (B) a material adverse any change in general market conditionsfinancial markets or any calamity or crisis, in each caseeither within or outside the United States, that, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering, offering sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawssecurities. Any such termination pursuant to this Section 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 Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company or any Guarantor, or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriters by written notice given to the Company if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, by Nasdaq; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any U.S. federal or state authorities which prevents payment Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions 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 securities; (iv) if the Company shall have sustained a material loss by an Underwriter pursuant fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to Section 3, proceed with the delivery of the Offered Securities; (viv) if the Company is in material breach of any of its representations, warranties or covenants hereunder, ; or (viivi) if the Underwriters Representative shall have become aware after the date hereof, hereof of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions, conditions as in each case, as the Representative’s judgment would make it impracticable, in the Underwriters’ reasonable judgement, impracticable to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (viiivii) regulatory approval (including but not limited to Nasdaq approval) for the Offering is denied, conditioned or modified and as a director or executive officer result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Company: (A) is charged with a felony offense relating Offered Securities or to any financial or corporate matter arising from conduct relating to enforce contracts for the Company; (B) becomes sale of the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsOffered Securities. Any such termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $180,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 6 hereof 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by Xxxxxxx Xxxxx by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or materially limited by the Commission or NASDAQ by the NASDAQ, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)securities; or (Civ) is enjoined, suspended or otherwise limited from serving as a director or executive officer under in the federal securities lawsjudgment of Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change. Any such termination pursuant to this SECTION 10 shall be without liability on the part of (a) 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 and to the extent specified in SECTION 4 and SECTION 6 hereof, (b) any Initial Purchaser to the Company, or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) SECTION 8 and Section 6 SECTION 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Issuers if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the UnderwritersIssuers’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock Guarantors’ Securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Stock Market, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended, (iv) suspended or limited or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and Final Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Representatives there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Issuers shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Issuers or executive officer under the federal securities lawsany Guarantor regardless of whether or not such loss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (A) the Issuers or any Guarantor to any Initial Purchaser, except that the Issuers and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (B) any Initial Purchaser to the Issuers, or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to Initial Purchasers may terminate this Agreement by giving notice given by the Initial Purchasers to the Company as hereinafter specified at any time at or Company, if after the execution and delivery of this Agreement and prior to the Closing DateDate (i) trading generally shall have been suspended or materially limited on, if or by, as the case may be, any of the New York Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of Banc of America Securities LLC, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the judgment of Banc of America Securities LLC, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Offering Memorandum; (vi) in the judgment of Banc of America Securities LLC there shall have occurred any Material Adverse Change; or (vii) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of Banc of America Securities LLC may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 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 have failed, refused or been unable, at or prior be obligated to reimburse the Closing Date, expenses of the Initial Purchasers pursuant to perform any material agreement on its part to be performed hereunderSections 5 and 7 hereof, (ii) any condition of Initial Purchaser to the Underwriters’ obligations hereunder is not fulfilled Company, or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 9 and Section 6 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to Until the Closing Date, this Agreement may be terminated by an Initial Purchaser by giving notice as hereinafter provided to any Radian Issuer and each Custodial Trust if (i) the Company any Radian Issuer or a Custodial Trust shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of to the UnderwritersInitial Purchasers’ obligations obligation hereunder is not fulfilled at or waived by prior to the Representative in writingClosing Date, (iii) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Offering Memorandum (exclusive of any supplement thereto), any material adverse change in the condition, financial or otherwise, results of operations, business or prospects of any Radian Issuer and its Subsidiaries taken as a whole, or the condition, financial or otherwise, results of operations, activities or prospects of any Custodial Trust, each Custodial Trust considered as a separate enterprise, whether or not arising in the ordinary course of business, (iv) trading in any securities of Radian Asset, Radian Group or the Company’s Common Stock Custodial Trusts shall have been suspended by the Commission or NASDAQ or the New York Stock Exchange, (v) trading in securities generally on the New York Stock Exchange, NASDAQ National Market System or American Stock Exchange shall have been suspended, (iv) suspended or minimum or maximum prices for trading shall have been fixed, established on such exchange by the Commission or maximum ranges for prices for securities (which includes the Company’s Common Stock) such exchange or other regulatory body or governmental authority having jurisdiction or there shall have been required, on NASDAQ, by such exchange or by order a material disruption in the settlement of the Commission CPS Securities which, in the judgment of such Initial Purchaser makes it inadvisable or any other governmental authority having jurisdictionimpractical to proceed with the offering or delivery of the CPS Securities, (v) or a banking moratorium shall have been is declared by either federal or New York state authorities which prevents payment by an Underwriter pursuant to Section 3authorities, (vi) the Company United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or an act of terrorism which, in material breach the judgment of any such Initial Purchaser makes it inadvisable or impracticable to proceed with the offering or delivery of its representations, warranties the CPS Securities or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) been such a material adverse change in general market economic, political or financial conditions, or the effect of international conditions on the financial markets in each casethe United States shall be such, as would make it impracticableto, in the Underwriters’ reasonable judgement, judgment of such Initial Purchaser makes it inadvisable or impracticable to proceed with the offering, sale and/or offering or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the CPS Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination of this Agreement pursuant to this Section 9 shall be without liability on the part of Radian Securities, Radian Asset, the Custodial Trusts or any party to any other party Initial Purchaser, except that the provisions of Section 4(a)(viias otherwise provided in Sections 4, 5(b) and Section 6 hereof shall at all times be effective and shall survive such termination7 hereof.

Termination of this Agreement. (a) The Prior to the purchase of the Firm Shares by the Underwriters shall have on the right to terminate First Closing Date, this Agreement may be terminated by giving the Representative by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NYSE American, LLC, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any of federal or state authorities New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representative is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) there shall have occurred any material adverse change in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, , which prevents payment would make it in the Representative’s reasonable judgment impractical to proceed with the Offering; (v) the Company shall have sustained a material loss by an Underwriter pursuant strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative makes it inadvisable to Section 3proceed with the Offering, whether or not such loss shall have been insured, or (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, fails to proceed with the offeringOffering in good faith or commits gross negligence or willful misconduct in connection with the Offering. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, sale and/or delivery except that the Company shall be obligated to reimburse the actual and accountable out-of-pocket expenses of the Securities or Underwriters related to enforce contracts made by the Underwriters for transactions contemplated herein then due and payable, including the sale fees and disbursements of counsel to the SecuritiesUnderwriters, up to an aggregate of $40,000 or (viiib) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating Underwriter to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoinedprovided, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except however, that the provisions of Section 4(a)(vii) 9 and Section 6 hereof 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated (A) by the Initial Purchasers by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock 's securities shall have been suspended or limited by the Commission commission or NASDAQ by the New York Stock Exchange, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by any federal or state authorities which prevents payment by an Underwriter pursuant New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to Section 3, market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (viiv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after sustained a material loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the date hereof, judgment of events that are reasonably expected to result in (A) a Material Adverse Effect, the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, by the Initial Purchasers or the Company in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery event of a termination or abandonment of the Securities or Merger Agreement pursuant to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsSection 8.1 thereof. Any such termination pursuant to this Section 10 shall be without liability on the part of (i) the Company or the Guarantors to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company or any Guarantor, or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time (i) trading or quotation in securities generally on either the Company shall have failed, refused Nasdaq Stock Market or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, the NASD; (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Delaware, Massachusetts or covenants hereunder, California authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer reasonable judgment of the Company: (A) is charged with a felony offense relating to Initial Purchasers there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company or any Guarantor shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and the Guarantors regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) 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 Sections 4 and 6 hereof, (b) any Initial Purchaser to the Company or the Guarantors, or (c) any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Representative by notice given to the Issuer if at any time (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the UnderwritersIssuer’s or the Guarantors’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock Securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Stock Market, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended, (iv) suspended or limited or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities or a material disruption has occurred in the securities settlement or clearance services in the United States; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and Final Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, judgment of the Representative there shall have occurred any Material Adverse Change; or (viiiv) the Issuer or a director Guarantor shall have sustained a loss by strike, fire, flood, earthquake, accident or executive officer other calamity of such character as in the judgment of the Company: Representative may interfere materially with the conduct of the business and operations of the Issuer or any Guarantor regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (A) is charged with a felony offense relating the Issuer or any Guarantor to any financial or corporate matter arising from conduct relating Initial Purchaser, except that the Issuer and the Guarantors shall be obligated to reimburse the Company; expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating any Initial Purchaser to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); Issuer, or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party hereto to any other party except that the provisions of Section 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time: (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq National Market, or trading in securities generally on NASDAQ either the Nasdaq National Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Tennessee or covenants hereunder, California authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Initial Purchasers there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 10 shall be without liability on the part of (i) the Company or the Guarantors to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company or any Guarantor, or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice Prior to the Company as hereinafter specified at any time at or prior to purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company and the Selling Stockholder if at any time: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iiia) trading or quotation in any of the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the NASDAQ, or (b) trading in securities generally on either the NASDAQ or the NYSE shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities generally established on any of such stock exchanges; (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (vii) a general banking moratorium shall have been declared by any of federal or state authorities which prevents payment by an New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter pursuant is material and adverse and makes it impracticable or inadvisable to Section 3, proceed with the completion of the offering contemplated hereby on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; or (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereofsustained a loss by strike, fire, flood, earthquake, accident or other calamity of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, such character as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed judgment of the Underwriter may interfere materially with the offering, sale and/or delivery conduct of the Securities or to enforce contracts made by the Underwriters for the sale business and operations of the Securities, Company regardless of whether or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or not such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsloss shall have been insured. Any such termination pursuant to this Section 12 shall be without liability on the part of any party (a) the Company or the Selling Stockholder to any other party the Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Underwriter pursuant to Section 4 or Section 7 hereof or (b) the Underwriter to the Company or the Selling Stockholder; provided, however, that the provisions of Section 4(a)(vii) 9 and Section 6 hereof 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Representatives shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to any Date of Delivery, if (i) there has been, in the judgment of the Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus (except as disclosed as of the date hereof in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus), any material adverse change, including any material adverse change as a result of a strike, fire, flood, earthquake, accident or other calamity, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one entity, whether or not arising in the ordinary course of business; (ii) the Company shall have failed, refused or been unable, at or prior to the such Closing DateDate or Date of Delivery, as applicable, to perform any material agreement on its part to be performed hereunder, ; (iiiii) any condition of set forth in Section 5 to the Underwriters’ obligations hereunder to close is not fulfilled or waived by the Representative in writing, fulfilled; (iiiiv) trading in the Company’s Common Stock shall have been suspended by the Commission or The NASDAQ Stock Market or trading in securities generally on the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex Equities shall have been suspended, ; (ivv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQThe NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex Equities, by such exchange or by order of the Commission or any other governmental authority Governmental Authority having jurisdiction, ; (vvi) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representations, warranties authorities; or covenants hereunder, (vii) the Underwriters there shall have become aware after occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the date hereofUnited States, any declaration by the United States of events that are reasonably expected to result a national emergency or war, any change in (A) financial markets, any substantial change or development involving a Material Adverse Effectprospective substantial change in United States or international political, financial or economic conditions, or (B) a material adverse change in general market conditions, in each case, as would make it impracticableany other calamity or crisis that, in the UnderwritersRepresentatives’ reasonable judgementjudgment, is material and adverse and makes it impractical or inadvisable to proceed with the offering, sale and/or delivery completion of the Securities or to enforce contracts made by the Underwriters for the sale of and payment for the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii4(h) and Section 6 Sections 6, 7, 13, 14 and 15 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Subsequent to the right to terminate execution and delivery of this Agreement, this Agreement may be terminated by giving the Representative by notice given to the Company as hereinafter specified Issuers if at any time at or prior to the Closing Date, if (i) the Company there shall have failed, refused or been unable, at or prior to the Closing Date, to perform occurred any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or following: trading in securities generally on the New York Stock Exchange or the NASDAQ Global Select Market has been suspended or minimum prices shall have been suspended, (iv) minimum established on any such exchange or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes such market by the Company’s Common Stock) shall have been required, on NASDAQCommission, by such exchange or by order of the Commission or any other regulatory body or governmental authority having jurisdiction; trading or quotation in any of the Parent’s or Issuers’ securities (if any) on the New York Stock Exchange shall have been suspended or limited, (v) a banking moratorium shall have has been declared by federal Federal or state New York State authorities which prevents payment or a material disruption in commercial banking or securities settlement or clearance services in the United States; any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by an Underwriter pursuant to Congress or any other national or international calamity, crisis or emergency if, in the judgment of the Representative (other than any defaulting Initial Purchaser under Section 3‎19 hereof), (vi) the Company is in material breach effect of any such attack, outbreak, escalation, act, declaration, calamity, crisis or emergency makes it impractical or inadvisable to proceed with completion of its representationsthe Offering; or the occurrence of any other calamity, warranties or covenants hereundercrisis (including, (vii) the Underwriters shall have become aware after the date hereofwithout limitation, as a result of events that are reasonably expected to result in (A) a Material Adverse Effectterrorist activities), or (B) a material adverse change in general market conditionseconomic, political or financial conditions (or the effect of international conditions on the financial markets in each case, the United States shall be such) as would to make it impracticableit, in the Underwriters’ reasonable judgementjudgment of the Representative (other than any defaulting Initial Purchaser under Section ‎19 hereof), impracticable or inadvisable to proceed with the offering, sale and/or Offering or the delivery of the Securities or to enforce contracts made Notes being delivered on the Closing Date on the terms and in the manner contemplated by the Underwriters for Pricing Disclosure Package and the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsFinal Offering Memorandum. Any such termination pursuant to this Section ‎11 shall be without liability on the part of any party to any other party party, except that the provisions of Section 4(a)(vii) ‎5, Section ‎7, Section ‎9, Section 10, Section ‎17 and Section 6 hereof ‎21 shall at all times be effective and shall survive such termination.. #94399344v20

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by Xxxxxxx Xxxxx by notice given to the Company if at any time: (i) trading or quotation in any of the Company Company’s securities shall have failed, refused been suspended or been unable, at limited by the Commission or prior to the Closing Date, to perform any material agreement on its part to be performed hereunderby NASDAQ, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on either NASDAQ or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, generally established on any of such quotation system or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, stock exchange by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (viii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York or covenants hereunder, Delaware authorities; (viiiv) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale and/or or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Companysecurities; (Bv) becomes in the subject judgment of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take Xxxxxxx Xxxxx there shall have occurred any such action or undertake any such investigation)Material Adverse Change; or (Cvi) is enjoinedthe Company shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as a director in the judgment of Xxxxxxx Xxxxx may interfere materially with the conduct of the business and operations of the Company regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 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 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 4(a)(vii) Sections 8 and Section 6 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing DateDate or any Option Closing Date (as to the Option Shares to be purchased on such Option Closing Date only), if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform there has occurred any material agreement on its part 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 be performed hereundermake it, in the reasonable judgment of the Underwriter, impracticable or inadvisable to market the Shares, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ the NYSE American or trading in securities generally on NASDAQ the Nasdaq Stock Market, the NYSE or the NYSE MKT shall have been suspended, (iviii) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQthe Nasdaq Stock Market, the NYSE or NYSE MKT, by such exchange or by order of the Commission or any other governmental authority having jurisdictionGovernmental Entity, (viv) a general banking moratorium shall have been declared by federal or state authorities New York State authorities, (v) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the 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, in each case, the effect of which prevents payment by an Underwriter pursuant is to Section 3make it, in the reasonable judgment of the Underwriter, 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 in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticableit, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Securities Underwriter, impracticable or inadvisable to market the Shares or to enforce contracts made by the Underwriters for the sale of the Securities, Shares or (viiivii) a director or executive officer there has been, since the time of execution of this Agreement, any Material Adverse Effect that, in the reasonable judgment of the Company: (A) is charged with a felony offense relating Underwriter, makes it impracticable or inadvisable to any financial market the Shares or corporate matter arising from conduct relating to enforce contracts for the Company; (B) becomes sale of the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsShares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii) 5(h), Section 7 and Section 6 Sections 11 through 19, inclusive, hereof shall at all times be effective and shall survive such termination.. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 shall remain in effect. Oragenics, Inc. 20 Underwriting Agreement

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior Prior to the Closing Date, this Agreement may be terminated by the Initial Purchaser by notice given to the Company if at any time: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, the NASD; (vii) a general banking moratorium shall have been declared by federal any of federal, New York or state authorities which prevents California authorities; (iii) there has been a material disruption in commercial banking or securities settlement, payment by an Underwriter pursuant or clearance services in the United States; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Initial Purchaser is material and adverse and makes it impracticable to Section 3, market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (v) in the reasonable judgment of the Initial Purchaser there shall have occurred any Material Adverse Change; or (vi) the Company is in material breach of or any of its representations, warranties or covenants hereunder, (vii) the Underwriters Guarantor shall have become aware after the date hereofsustained a loss by strike, fire, flood, earthquake, accident or other calamity of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, such character as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed judgment of the Initial Purchaser may interfere materially with the offering, sale and/or delivery conduct of the Securities or to enforce contracts made by the Underwriters for the sale business and operations of the Securities, Company regardless of whether or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or not such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsloss shall have been insured. Any such termination pursuant to this Section 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 Purchaser pursuant to Sections 4 and 6 hereof, (ii) the Initial Purchaser to the Company or any Guarantor, or (iii) any party hereto to any other party except that the provisions of Section 4(a)(vii) 8 and Section 6 hereof 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writingfulfilled, (iii) trading in the Company’s shares of Common Stock shall have been suspended by the Commission or NASDAQ NYSE MKT or trading in securities generally on NASDAQ the NYSE MKT shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQthe NYSE MKT, by such exchange Exchange, by FINRA or by order of the Commission or any other governmental authority having jurisdictionjurisdiction (which includes the Company’s shares of Common Stock), (v) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 32, (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware aware, after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse EffectChange, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgementjudgment, to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the offering and sale of the Securities, or (viii) a director or executive officer of the Company: Company (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; , (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); , or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawslaws . Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii4(g) and Section 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to Until the Closing Date, this Agreement may be terminated by an Initial Purchaser by giving notice as hereinafter provided to the Company if (i) either the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any other condition of to the UnderwritersInitial Purchasers’ obligations obligation hereunder is not fulfilled or waived by the Representative in writingfulfilled, (iii) there has been, since the time of execution of this Agreement or since the date as of which information is given in the Offering Memorandum (exclusive of any supplement thereto), any material adverse change, in the condition, financial or otherwise, results of operations, business or prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (iv) trading in any securities of the Company’s Common Stock Company shall have been suspended by the Commission or NASDAQ or the New York Stock Exchange, (v) trading in securities generally on the New York Stock Exchange, NASDAQ National Market System or American Stock Exchange shall have been suspended, (iv) suspended or minimum or maximum prices for trading shall have been fixed, established on such exchange by the Commission or maximum ranges for prices for securities (which includes the Company’s Common Stock) such exchange or other regulatory body or governmental authority having jurisdiction or there shall have been requireda material disruption in the settlement of Securities which, on NASDAQin the judgment of Xxxxxxx, by such exchange Xxxxx & Co. or by order Xxxxxx Brothers Inc., make it inadvisable or impractical to proceed with the offering or delivery of the Commission Securities, or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been is declared by either federal or New York state authorities which prevents payment by an Underwriter pursuant to Section 3authorities, (vi) the Company is in material breach of any of its representations, warranties on or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, the United States becomes engaged in hostilities or there is an escalation of events that are reasonably expected hostilities involving the United States or there is a declaration of a national emergency or war by the United States or an act of terrorism which, in the judgment of Xxxxxxx, Xxxxx & Co. or Xxxxxx Brothers Inc., make it inadvisable or impracticable to result in (A) a Material Adverse Effect, proceed with the offering or delivery of the Securities or (Bvii) there shall have been such a material adverse change in general market economic, political or financial conditions, or the effect of international conditions on the financial markets in each casethe United States shall be such, as would make it impracticableto, in the Underwriters’ reasonable judgementjudgment of Xxxxxxx, Xxxxx & Co. or Xxxxxx Brothers Inc., make it inadvisable or impracticable to proceed with the offering, sale and/or offering or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities laws. Any such termination shall be without liability of any party to any other party except that the provisions of Section 4(a)(vii) and Section 6 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters shall have Prior to the right to terminate First Closing Date, this Agreement may be terminated by giving the Representative by notice given to the Company as hereinafter specified if at any time at or prior to the Closing Date, if (i) the Company shall have failed, refused trading or been unable, at or prior to the Closing Date, to perform quotation in any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock securities shall have been suspended or limited by the Commission or NASDAQ by the Nasdaq Capital Market, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the NYSE MKT shall have been suspendedsuspended or limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representationsfederal, warranties New York, Delaware or covenants hereunder, California authorities; (viiiii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market 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, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery judgment of the Securities Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Prospectus or to enforce contracts made by the Underwriters for the sale of securities; (iv) in the Securities, or (viii) a director or executive officer judgment of the Company: (A) is charged with a felony offense relating to Representative there shall have occurred any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company shall have sustained a loss by strike, suspended fire, flood, earthquake, accident, terrorist attack, act of war or otherwise limited from serving other calamity of such character as a director in the sole judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii8 (“Indemnification”) and Section 6 hereof 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Xxxxxxx Xxxxx shall have the right to terminate this Agreement right, by giving notice to the Company as hereinafter specified at any time at or prior time, to the Closing Date, terminate its obligations pursuant to a Placement Notice if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended or limited by the Commission or NASDAQ by the Exchange, or trading in securities generally on NASDAQ either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspendedsuspended or materially limited, (iv) or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, generally established on NASDAQ, any of such stock exchanges by such exchange or by order of the Commission or any other governmental authority having jurisdiction, FINRA; (vii) a general banking moratorium shall have been declared by any of federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, New York authorities; or (viiii) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters there shall have become aware after the date hereof, occurred any outbreak or escalation of events that are reasonably expected to result in (A) a Material Adverse Effectnational or international hostilities or any crisis or calamity, or (B) a material adverse any change in general market the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, judgment of Xxxxxxx Xxxxx is material and adverse and makes it impracticable or inadvisable to proceed with market the offering, sale and/or delivery of Placement Shares in the Securities manner and on the terms described in the Prospectus or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Companysecurities; (Biv) becomes in the subject judgment of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take Xxxxxxx Xxxxx there shall have occurred any such action or undertake any such investigation)Material Adverse Change; or (Cv) is enjoinedthe Company or any of its subsidiaries shall have sustained a loss by strike, suspended fire, flood, earthquake, accident or otherwise limited from serving other calamity of such character as in the judgment of Xxxxxxx Xxxxx xxx interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a director whole, regardless of whether or executive officer under the federal securities lawsnot such loss shall have been insured. Any such termination pursuant to this Section 13(a) shall be without liability on the part of (a) the Company to Xxxxxxx Xxxxx, except that the Company shall be obligated to reimburse the expenses of Xxxxxxx Xxxxx pursuant to Sections 7(h) hereof, (b) Xxxxxxx Xxxxx to the Company, or (c) of any party hereto to any other party except that the provisions of Section 4(a)(vii) 10 and Section 6 hereof 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriters Placement Agent shall have the right to terminate this Agreement (and the obligations of the Purchasers under subscription agreements entered into with the Company) by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, without liability on the part of the Placement Agent to the Company, if (i) prior to delivery and payment for the Securities (A) trading in securities generally shall have been suspended on or by any Trading Market, (B) trading in the Common Stock of the Company shall have been suspended on any exchange, in the over-the-counter market or by the Commission, (C) a general moratorium on commercial banking activities shall have been declared by federal or state authorities or a material disruption shall have occurred in commercial banking or securities settlement or clearance services in the United States, (D) there shall have occurred any outbreak or material escalation of hostilities or acts of terrorism involving the United States or there shall have been a declaration by the United States of a national emergency or war, (E) there shall have occurred any other calamity or crisis or any material change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event specified in clause (D) or (E), in the judgment of the Placement Agent, is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Statutory Prospectus and the Prospectus, (ii) since the time of execution of this Agreement, there has been any Material Adverse Change or the Company or any Subsidiary shall have sustained a loss or interference with its business by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, in each case which is not described in the Statutory Prospectus and the Prospectus, and is of such character that in the judgment of the Placement Agent would, individually or in the aggregate, result in a Material Adverse Change and which would, in the judgment of the Placement Agent, make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement, the Registration Statement, the Statutory Prospectus and the Prospectus, (iii) the Company shall have failed, refused or been unable, at unable to comply with the terms or prior to the Closing Date, to perform any material agreement on its part to be performed hereunderor obligation of this Agreement or any subscription agreement entered into with Purchasers, other than by reason of a default by the Placement Agent, or (iiiv) any condition of the Underwriters’ Placement Agent’s obligations hereunder is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representations, warranties or covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would make it impracticable, in the Underwriters’ reasonable judgement, 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, or (viii) a director or executive officer of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation); or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities lawsfulfilled. Any such termination shall be without liability of any party to any other party party, except that the Company will reimburse the Placement Agent for all of their out-of-pocket expenses actually incurred by them in connection with the Placement and that the provisions of Section 4(a)(vii) 6, and Section 6 15 hereof shall at all times be effective and shall survive notwithstanding such termination.