Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any federal or New York 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 Representatives 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 Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 and 7 hereof; (2) any Underwriter to the Company; or (3) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Colorado authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 or the Operating Partnership regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company and the Operating Partnership to any Underwriter, except that the Company and the Operating Partnership shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the CompanyCompany or the Operating Partnership; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission Commission, or by the NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering 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; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1i) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission New York Stock Exchange or by the NYSE; (ii) Commission, or trading in securities generally on either the Nasdaq Stock NASDAQ Global Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any either of such stock exchange exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any material adverse change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities Bonds in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representatives, there shall have occurred any Material Adverse Change; or (viv) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredUnited States. Any termination pursuant to this Section 10 shall be without liability on the part of (1A) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 Section 4 and 7 Section 6 hereof; , (2B) any Underwriter to the Company; Company or (3C) any party hereto to any other party except that the provisions of Sections Section 7, Section 8 and 9 Section 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Swiss authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package a Statutory Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 7 hereof; Section 7(h) hereof if the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 11 hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or the FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is so material and adverse and makes as to make it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities Notes in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strikeChange which, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially Representatives, is so material and adverse as to make it impracticable or inadvisable to proceed with the conduct offering or delivery of the business Notes on the terms and operations of in the Company regardless of whether manner contemplated by the Prospectus; or not such loss (v) there shall have been insuredoccurred a material disruption in commercial banking or securities settlement or clearance services. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 and 7 hereof; (2) any Underwriter to the Company; or (3) any party hereto to any other party except as provided in Sections 4 and 6 hereof, and provided further that the provisions of Sections 8 4, 6, 8, 9 and 9 hereof shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Israeli authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York United States authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredEffect. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering 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; (viv) in the judgment of the Representatives Representative there shall have occurred or shall exist an event or condition of a type described in Section 1(n) hereof, which event or condition is not disclosed in the Pricing Disclosure Package (excluding any Material Adverse Changeamendment or supplement thereto) and the Final Offering Memorandum (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representative makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Final Offering Memorandum; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1i) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateTime or, in the case of the Optional Securities, prior to the Date of Delivery this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the NYSE or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York authoritiesor Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representatives there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; or (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) 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 Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that and the Company shall be obligated to reimburse the expenses of the Representatives and Underwriters pursuant to Sections 5 and 7 hereof; , (2b) any Underwriter the Underwriters to the Company; Company or (3c) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Xxxxxx by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Xxxxxx is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Xxxxxx there shall have occurred any Material Adverse Change; or (viv) 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 Xxxxxx may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Representatives Underwriter by notice given to the Company and the Selling Stockholder if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York United States authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Underwriter is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives Underwriter there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredEffect. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company or the Selling Stockholder to any the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters Underwriter pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any the Underwriter to the CompanyCompany or the Selling Stockholder; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; Company or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal federal, New York or New York Jersey authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Virginia authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections Section 5 and or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Offered Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (ia) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission Commission, the Exchange or the Taipei Exchange (save for any suspension or limitation approved by Taipei Exchange based on an application filed by the NYSE; Company for any occurrence of a materially positive event), (iib) except as to limitations described in the second paragraph under the heading “Market Price Information for our Common Shares” in the Prospectus, trading in securities generally on either the The Nasdaq Stock Market Market, the New York Stock Exchange or the NYSE Taipei Stock Exchange shall have been suspended or limited, or or, minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiic) a general banking moratorium shall have been declared by any federal or of federal, New York or Taiwan authorities; (ivd) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery completion of the Securities in the manner and on the terms described in the Pricing Disclosure Package offering or to enforce contracts for the sale of securitiesthe Offered Securities; or (ve) in the judgment of the Representatives Representative there shall have occurred any a Material Adverse Change; or (vi) Effect since the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity time of such character as in the judgment execution 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 insuredthis Agreement. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2ii) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to the extent provided in Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; Company or the Selling Stockholders, or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Units, each Subsequent 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 Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENASDAQ Capital Market; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Representatives Representative, is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Units in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives Representative, there shall have occurred any Material Adverse Change; or Change (vi) 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 any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 Representative and 7 hereof; the Underwriters, (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Units, each Subsequent 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 Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSENasdaq Capital Market; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any federal of federal, New York, Oregon or New York Nevada authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Units in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or Change (vi) 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 any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and 7 Section 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Minnesota authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, storm, accident or other calamity of such character as in the reasonable judgment of the Representatives 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 (1a) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter the Underwriters to the Company; , or (3c) any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; Nasdaq Global Market, or (iib) trading in securities generally on either the Nasdaq Stock Global Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, or New York Florida authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company or the Selling Shareholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; Company or the Selling Shareholders, or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any either U.S. federal or New York state authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or to enforce contracts for the sale of securitiesProspectus; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and 7 hereof; Section 4 or Section 6 hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Janney by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Janney is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Janney there shall have occurred any Material Adverse Change; or (viv) 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 Janney may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to 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; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) 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 Representative is reasonably likely to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (1i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 7 and 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Minnesota authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1a) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter the Underwriters to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any federal or New York 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 Representatives 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 Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 and 7 hereof; (2) any Underwriter to the Company; or (3) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, ; or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 7 Section 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Units, each Subsequent 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 Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq Capital Market or by the Boston Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market Market, the Boston Stock Exchange or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditionsconditions that, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Units in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or Change (vi) 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 any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this This Agreement may be terminated by the Representatives Representative by notice given to the Company if at any timetime prior to closing: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) trading settlement in securities generally on either the Nasdaq Stock Market or Market, the NYSE or any over-the-counter market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by exchange; (ii) trading or settlement in any securities of Company on the Commission Nasdaq Stock Market shall have been suspended or FINRA; limited, (iii) a general banking moratorium shall have been declared by any of federal or New York 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 the United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering 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; or (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may (A) interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured and (B) make it inadvisable to proceed with the offering of the Securities in the manner and on the terms described in the Pricing Disclosure Package. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1i) the Company or any Initial Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Initial Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 4, 9 and 9 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Janney by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Janney is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Janney there shall have occurred any Material Adverse Change; or (viv) 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 Janney may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing General Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Florida authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; Company and the Selling Stockholders, or (3c) any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Notes in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredUnited States. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission Commission, or by the NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE NYSE, shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) 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, in each such case, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering 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; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1i) the Company or the Initial Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Initial Guarantor shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Changechange, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRANASD; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Notes in the manner and on the terms described in the Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredUnited States. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Australian authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Mxxxxxx Lxxxx by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Mxxxxxx Lxxxx 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; (viv) in the judgment of the Representatives Mxxxxxx Lxxxx there shall have occurred any Material Adverse Change; or (viv) 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 Mxxxxxx Lxxxx 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 (1i) the Company or any Guarantor to any Underwriter, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter to the Company; , or (3iii) any party hereto to any other party party, except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholder if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company or the Selling Shareholder to any Underwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; Company or the Selling Shareholder, or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Washington authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; Company or the Selling Stockholders, or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Minnesota authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) time trading in securities generally on either the Nasdaq Global Market, the New York Stock Market Exchange or the NYSE Toronto Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission Commission, the NASD or FINRAany applicable securities regulatory authority; (iiiii) a general banking moratorium shall have been declared by any of Canadian, U.S. federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States States, Canadian or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ', Canada's or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1a) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter Initial Purchaser to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRANASD; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Notes in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredUnited States. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Shares 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) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York Maryland authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company Issuer if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York or state of the Issuer’s formation or incorporation authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering 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; (viv) in the judgment of the Representatives Representative, there shall have occurred any Material Adverse Change; or (viv) the Company Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company Partnership Entities considered as one enterprise regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1A) the Company Partnership Parties to any UnderwriterInitial Purchaser, except that the Company Partnership Parties shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2B) any Underwriter Initial Purchaser to the Company; Partnership Parties or (3C) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE; (ii) ”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRACommission; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; or (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is so material and adverse and makes as to make it impracticable or inadvisable to proceed with the offering 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; or (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; Change that is so material and adverse as to make it impracticable or (vi) inadvisable to proceed with the Company shall have sustained a loss by strikeoffering, fire, flood, earthquake, accident sale or other calamity delivery of such character as the Securities in the judgment manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredsecurities. Any termination pursuant to this Section 10 shall be without liability on the part of (1i) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Units, each Subsequent 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 Representatives by Representative notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSEOTCBB; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any federal or of federal, New York or Texas authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Units in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or Change (vi) 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 any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 Representative and 7 hereof; the Underwriters, (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Leerink by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of United States federal, New York or Dutch authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Leerink is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Leerink there shall have occurred any Material Adverse Change; or (viv) 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 Leerink may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York state authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSENasdaq National Market; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iii) a general banking moratorium shall have been declared by any federal or of federal, New York , Delaware or California 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 Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1A) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to the extent provided in Sections 5 4 and 7 6 hereof; , (2B) any Underwriter to the Company; , or (3C) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Shares 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) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Shares in the manner and on the terms described in the Pricing General Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to (a) [—] shall have the Closing Dateright, this Agreement may be terminated by the Representatives by giving notice given to the Company if as hereinafter specified at any time: , to terminate its obligations pursuant to a Placement Notice if (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) 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 the Untied States’ or international political, financial or economic conditions, conditions as in the judgment of the Representatives [—] is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Placement Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives [—] there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives [—] may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 13(a) shall be without liability on the part of (1a) the Company to any Underwriter[—], except that the Company shall be obligated to reimburse the expenses of the Underwriters [—] pursuant to Sections 5 7(h) and 7 13(g) hereof; , (2b) any Underwriter [—] to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections 8 Section 10 and 9 hereof Section 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be maybe terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York [, Delaware] or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Pennsylvania authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE; (ii) ”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or material escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering 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; or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vi) Effect, the Company shall have sustained a loss by strikeeffect of which, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially Representative, makes it impracticable or inadvisable to proceed with the conduct offering sale or delivery of the business Securities in the manner and operations of on the Company regardless of whether or not such loss shall have been insuredterms described in the Pricing Disclosure Package. Any termination pursuant to this Section 10 shall be without liability on the part of (1i) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be maybe terminated by the Representatives NMSI by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) The New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE The New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or New York state authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives NMSI is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives NMSI there shall have occurred any Material Adverse Change; or (viv) 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 NMSI may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ Global Select Market, or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRACommission; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or North Carolina authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering 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; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1i) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter Initial Purchaser to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iii) a general banking moratorium shall have been declared by any federal or New York 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 Representatives 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 Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (1) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; (2) any Underwriter Initial Purchaser to the Company; or (3) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally either on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company Issuers if at any time: (i) trading or quotation in any of the CompanyAthlon Energy’s securities Common Stock shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, limited or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchange; (iiiii) a general banking moratorium shall have been declared either by any federal or Federal, New York authoritiesor Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in declaration by the United States of a national emergency or international financial marketswar, or any substantial change other calamity or development involving a prospective substantial change in United States’ or international politicalcrisis the effect of which on financial markets is such as to make it, financial or economic conditions, as in the sole judgment of the Representatives is material and adverse and makes it impracticable Representative, impractical 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 securitiesPackage; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company Partnership Parties shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company Partnership Parties 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 (1i) the Company any Partnership Party to any UnderwriterInitial Purchaser, except that the Company Partnership Parties shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 hereof; 6 hereof in the event this Agreement is terminated pursuant to clause (2iv) or (v) above, (ii) any Underwriter Initial Purchaser to the Company; Partnership Parties, or (3iii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York and Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the The New York Stock Exchange or The Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or New York authoritiesauthority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Notes in the manner and on the terms described in the Pricing Disclosure Package Final Offering Memorandum or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 SECTION 11 shall be without liability on the part of (1A) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representative and the Initial Purchasers pursuant to Sections 5 SECTION 4 and SECTION 7 hereof; hereof or (2B) any Underwriter Initial Purchaser to the Company; or (3) any party hereto to any other party except that , and the provisions of Sections SECTION 8 and SECTION 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York York, Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) (x) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; NYSE or (iiy) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any international or national crisis or calamity, or any change or development involving a prospective change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as that in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; securities or (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (1i) the Company or any Guarantor to any Underwriter, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters pursuant Underwriter s to the extent required by Sections 5 4 and 7 6 hereof; , (2ii) any Underwriter to the Company; , or (3iii) any party hereto to any other party except that the provisions of Sections 7 and 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, Date this Agreement may be maybe terminated by the Representatives Underwriters by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock National Market or the NYSE The New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or New York state authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is Underwriters are material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Underwriters there shall have occurred any Material Adverse Change; or (viv) 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 Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 Section 4 and 7 6 hereof; , (2b) any Underwriter to the Company; Company or any Selling Shareholder, or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) , or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; Company or the Selling Stockholders, or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Delaware or New York California authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NYSE or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Delaware authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to 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; or (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredEffect. Any termination pursuant to this Section 10 shall be without liability on the part of (1x) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Underwriters Initial Purchasers pursuant to Sections 5 4 and 7 6 hereof; , (2y) any Underwriter Initial Purchaser to the Company; Company or any Guarantor, or (3z) other than as provided in the preceding clauses (x) and (y), any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) 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 Company, taken as a whole, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 4 and 7 6 hereof; , (2b) any Underwriter to the Company; , or (3c) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or prior to the Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) The Nasdaq National Market, or trading in securities generally on either the The New York Stock Exchange or The Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange exchanges by the Commission or FINRAthe NASD; (iiiii) a general banking moratorium shall have been declared by any federal or New York authoritiesauthority or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Notes in the manner and on the terms described in the Pricing Disclosure Package Final Offering Memorandum or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (1A) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Underwriters Representative and the Initial Purchasers pursuant to Sections 5 4 and 7 hereof; hereof or (2B) any Underwriter Initial Purchaser to the Company; or (3) any party hereto to any other party except that , and the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NYSE; (ii) NASDAQ, or trading in securities generally on either the Nasdaq Stock Market or the NYSE NASDAQ shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchange; (iiiii) a general banking moratorium shall have been declared by any federal of federal, New York, Colorado, Florida or New York Utah authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives Canaccord by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any federal or of federal, New York or Massachusetts authorities; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Canaccord is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Canaccord there shall have occurred any Material Adverse Change; or (viv) 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 Canaccord may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the Company; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE; (ii) Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any state or federal or New York authoritiesauthority; (iviii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (viv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (viv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (1a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 5 and Section 4 or Section 7 hereof; hereof or (2b) any Underwriter to the CompanyCompany ; or (3) any party hereto to any other party except provided, however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.