Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. (a) This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent of all Partiesthe Commission or by the Nasdaq Capital Market; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities; (iv) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities market; (v) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity (including, without limitation, a calamity relating to a public health matter or natural disaster) or malicious act which, whether or not such loss shall have been insured, will, in the Representatives’ sole opinion, make it inadvisable to proceed with the delivery of the Securities; or (vi) if the Company is in material breach of any of its representations, warranties or covenants hereunder, Any termination pursuant to this Section 8 shall be without liability on the part of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company, on (b) the one handUnderwriters to the Company, or such Investor, on (c) of any party hereto to any other party except that the other hand if the Closing fails to occur on or prior to September 30, 2022, provisions of Section 4 (the “Long Stop Date”) (however, with respect to the onshore RMB Investorreimbursement of out-of-pocket accountable, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted bona fide expenses actually incurred by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute ResolutionUnderwriters) and this Section 9.14 (Termination of This Agreement) 7 shall at all times be effective and shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This For the period from and after the effectiveness of this Agreement may be terminated and prior to the First Closing Date, this Agreement shall be subject to termination by the Representatives by notice given to the Company if at any time during such period (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq National Market, or trading in securities generally on either of all Partiesthe Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such markets or exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any substantial change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, as in the judgment of the Representatives, is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company sale of securities; (iv) there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the Company, on conduct of the one hand, business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, except that the Company shall be obligated to reimburse the expenses of the Representatives and such breach, if curable, has not been cured the Underwriters to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtextent provided in Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant of any Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company and the Selling Stockholders if at any time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or (b) trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable or inadvisable to proceed with the completion of the offering contemplated hereby on the one hand, terms and in the manner contemplated in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States; or (iiivi) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Selling Stockholders to the reasonable satisfaction Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Representatives by notice given to the Company if at any time during such period (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Stock Market, or trading in securities generally on either of all Partiesthe Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives, is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company sale of securities; (iv) there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the Company, on conduct of the one hand, business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the 2022,_(the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October January 31, 2022 2023 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor Investor). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, . that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 8 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Stockholder if at any time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or (b) trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, 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 completion of the offering contemplated hereby on the one hand, terms and in the manner contemplated in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States; or (iiivi) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholder to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholder shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholder; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Representative shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) trading in the Company’s Common Stock shall have been suspended by mutual written consent of all Parties; the Commission, the Israeli Securities Authority, the Nasdaq or the TASE, or trading in securities generally on the Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange, NYSE American LLC or Tel Aviv Stock Exchange shall have been suspended, (ii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange, NYSE American LLC or such InvestorTel Aviv Stock Exchange, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party exchange or by order of the Commission or the Israeli Securities Authority or any material representationother governmental authority having jurisdiction, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) a banking moratorium shall have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the CompanyUnited States, on any declaration by the one handUnited States of a national emergency or war, any substantial change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (v) the Company suffers any Investorloss by strike, on fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach effect of a covenant or agreement contained which, in each case described in this Agreement on subsection (a), in the part of such Investor Representative’s reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Shares. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 5(i) and Section 8 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Representative elects to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Representative by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior to You, as Representative of the Closing (i) by mutual written consent of all Parties; (ii) by either several Underwriters, shall have the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on and the Selling Shareholders as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company or the Selling Shareholders shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall Closing Date, to perform any agreement on its or their part to be regarded as failed to fulfil performed hereunder, (ii) any condition of the obligation under this AgreementUnderwriters’ obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or the Nasdaq National Market or trading in securities generally on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, or any Investorother calamity or crisis that, on in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubtparty to any other party except that the provisions of Section 4(a)(viii), the termination Section 4(b)(ii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If you elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions Company and an Attorney-in-Fact, on behalf of Section 9.14(a) abovethe Selling Shareholders, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by you by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Company if at any time (i) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by mutual written consent of all Partiesthe Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, all as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering or delivery of the Securities in the manner and on the one handterms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such Investorcharacter as in the reasonable judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and the Guarantors, taken as a whole, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the other hand if part of (i) the Closing fails Company to occur on or prior any Initial Purchaser, except that the Company shall be obligated to September 30, 2022reimburse the expenses of the Initial Purchasers pursuant to Section 4 hereof, (the “Long Stop Date”ii) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment any Initial Purchaser to the Company have been submitted to and accepted by the Governmental Authority prior to September 30or any Guarantor, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, New Jersey or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company or RGF LLC shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company or any Investor, on the other hand (and only with respect RGF LLC regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured RGF LLC to the reasonable satisfaction Underwriter, except that the Company and RGF LLC shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either in the Company, on judgment of the one hand, or Underwriter there shall have occurred any Investor, on the other hand Material Adverse Change (and only regardless of whether any loss associated with respect such Material Adverse Change shall have been insured). Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Selling Stockholders to the reasonable satisfaction Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriter pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by the Underwriters on the Closing Date, this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company and the Selling Stockholder if at any time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or (b) trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriters is material and adverse and makes it impracticable or inadvisable to proceed with the completion of the offering contemplated hereby on the one hand, terms and in the manner contemplated in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States; or (iiivi) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholder to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholder shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholder; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company, RGF LLC 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 mutual written consent the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, New Jersey or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company or RGF LLC shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company or any Investor, on the other hand (and only with respect RGF LLC regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectivelyRGF LLC or the Selling Stockholder to any Underwriter, except that the Company and such breach, if curable, has not been cured RGF LLC shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholder; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Company if at any time (i) trading or quotation in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by mutual written consent of all Partiesthe Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware, Massachusetts or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Securities in the manner and on the one hand, terms described in the Offering Memorandum or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company reasonable judgment of the Initial Purchasers there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) by either the Company, on the one hand, Company or any InvestorGuarantor shall have sustained a loss by strike, on fire, flood, earthquake, accident or other calamity of such character as in the other hand (judgment of the Initial Purchasers may interfere materially with the conduct of the business and only with respect operations of the Company and the Guarantors regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor (a) the Company or any Guarantor to any Initial Purchaser, except that the Company, respectively, Company and such breach, if curable, has not been cured the Guarantors shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtInitial Purchasers pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Initial Purchaser to the Company or the Guarantors, or (c) any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing (i) Company if at any time trading in securities generally on either the Nasdaq Stock Market, the New York Stock Exchange or the Toronto Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by mutual written consent of all Partiesthe Commission, the NASD or any applicable securities regulatory authority; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company a general banking moratorium shall have been submitted to and accepted declared by the Governmental Authority prior to September 30any of Canadian, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty U.S. federal or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)New York authorities; or (iii) by either the Company, on the one handthere shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any Investorchange in the United 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 Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other hand (calamity of such character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and only with respect operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor (a) the Company or any Guarantor to any Initial Purchaser, except that the Company, respectively, Company and such breach, if curable, has not been cured the Guarantors shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtInitial Purchasers pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Initial Purchaser to the Company and the Guarantors, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this ----------------------------- Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Company if at any time (i) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited or minimum or maximum prices shall have been generally established on any such stock exchanges by mutual written consent of all Partiesthe Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the reasonable judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or the Company, on the one handGuarantors or their respective subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such Investor, on character as in the other hand if reasonable judgment of the Closing fails to occur on or prior to September 30, 2022, (Initial Purchasers may interfere materially with the “Long Stop Date”) (however, with respect to conduct of the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to business and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party operations of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, Guarantors or any Investor, on the other hand (and only with respect their respective subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor or the Company and the Guarantors to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 4 and, in the case of clause (iv) above, Section 6 hereof, any Initial Purchaser to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance or of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Rainier if at any time: (i) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by mutual written consent of all Partiesthe Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities in the manner and on the one handterms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such Investor, character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the other hand if part of (i) Rainier to any Initial Purchaser, except that Rainier shall be obligated to reimburse the Closing fails expenses of the Initial Purchasers pursuant to occur on or prior to September 30, 2022Sections 4 and 6 hereof, (the “Long Stop Date”ii) (howeverany Initial Purchaser to Rainier, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the party hereto to any other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to party except that the provisions of Section 9.14(a) above, this Agreement Sections 8 and 9 hereof shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated prior by the Underwriters by written notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent of all Partiesthe Commission or by Nasdaq; (ii) a general banking moratorium shall have been declared by either any U.S. federal, Cayman Islands, Hong Kong or the PRC authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, including an act of terrorism, or any substantial change in the United States, Hong Kong, the PRC, or international financial markets, or any substantial change including but not limited to in the United States, Hong Kong or the PRC, or development involving a substantial change in international political, financial or economic conditions that, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of securities, (iv) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s reasonable opinion, make it inadvisable to proceed with the delivery of the Offered Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions of the Company, or such adverse material change in general market conditions as in the Representative’s reasonable judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Offered Securities, or (vi) regulatory approval (including but not limited to Nasdaq approval) for the Offering is denied, conditioned or modified and as a result it makes it impracticable for the Representative to proceed with the offering, sale and/or delivery of the Offered Securities or to enforce contracts for the sale of the Offered Securities. Any termination pursuant to this Section 8 shall be without liability on the one handpart of (a) the Company to any of the Underwriters, except that the Company shall be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $230,000 in the aggregate, (b) the Underwriters to the Company, or such Investor, on (c) of any party hereto to any other party except that the other hand if the Closing fails to occur on or prior to September 30, 2022, provisions of Section 4 (the “Long Stop Date”) (however, with respect to the onshore RMB Investorreimbursement of out-of-pocket accountable, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted bona fide expenses actually incurred by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute ResolutionUnderwriters) and this Section 9.14 (Termination of This Agreement) 7 shall at all times be effective and shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Representative shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) trading in the Company’s Ordinary Shares shall have been suspended by mutual written consent of all Parties; the Commission or Nasdaq or trading in securities generally on either Nasdaq or the New York Stock Exchange shall have been suspended, (ii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on Nasdaq or the one handNew York Stock Exchange, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party exchange or by order of the Commission or any material representationother governmental authority having jurisdiction, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) a banking moratorium shall have been declared by either federal, New York or Israeli authorities, (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the CompanyUnited States, on any declaration by the one handUnited States of a national emergency or war, any substantial change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (v) the Company suffers any Investorloss by strike, on fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach effect of a covenant or agreement contained which, in each case described in this Agreement on subsection (a), in the part of such Investor Representative’s judgment is material and adverse and makes it impractical or inadvisable to proceed with the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Shares. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 5(a)(ix) and Section 7 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Representative elects to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Representative by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor or (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 4 and 7 hereof, (b) the Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) trading in the Company’s Common Stock shall have been suspended by mutual written consent of all Parties; the Commission or the Nasdaq Global Market or trading in securities generally on the Nasdaq Global Market, New York Stock Exchange or NYSE Amex shall have been suspended, (ii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq Global Market, New York Stock Exchange or such InvestorNYSE Amex, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party exchange or by order of the Commission or any material representationother governmental authority having jurisdiction, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) a banking moratorium shall have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the CompanyUnited States, on any declaration by the one handUnited States of a national emergency or war, any substantial change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (v) the Company suffers any Investorloss by strike, on fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach effect of a covenant or agreement contained which, in each case described in this Agreement on subsection (a), in the part of such Investor Underwriter’s reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Shares. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 7 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Company if at any time (i) trading or quotation in the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or Tennessee authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the one hand, terms described in the Offering Memorandum or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Initial Purchasers there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor or (a) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (b) any Initial Purchaser to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Issuer, if at any time (i) a general banking moratorium shall have been declared by mutual written consent any of all Partiesfederal, Mississippi or any other state authorities; (ii) by either there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the one handterms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iii) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change or any material adverse change, or such Investor, on the other hand if the Closing fails any development that could reasonably be expected to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any result in a material representation, warranty or covenant in this Agreement (for the avoidance of any doubtadverse change, in case where the application for condition, financial or otherwise, or in the consentsearnings, filings and/or registrations with respect to business operations or prospects of the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Tribe; or (iiiiv) the Issuer shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Initial Purchasers may interfere materially with the conduct of the business and operations of the Issuer regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor or (a) the CompanyIssuer to any Initial Purchaser, respectively, and such breach, if curable, has not been cured except that the Issuer shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtInitial Purchasers pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Initial Purchaser to the Issuer, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Securities by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or Virginia authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Securities in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Company if at any time: (i) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by mutual written consent of all Partiesthe Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Florida authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to proceed with the offering, sale or delivery of the Securities in the manner and on the one handterms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or Holdings shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such Investor, character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the other hand if part of (i) the Closing fails Company or Holdings to occur on or prior any Initial Purchaser, except that the Company and Holdings shall be jointly and severally obligated to September 30, 2022reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (the “Long Stop Date”ii) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment any Initial Purchaser to the Company have been submitted to and accepted by the Governmental Authority prior to September 30or Holdings, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the party hereto to any other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq National Market, or trading in securities generally on either the Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York [, Delaware] or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated prior by Baird by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Global Market, or trading in securities generally on either the Nasdaq Global Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, 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 Baird is material and adverse and makes it impracticable to market the Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either in the Company, on the one hand, or judgment of Baird there shall have occurred any Investor, on the other hand Material Adverse Change (and only regardless of whether any loss associated with respect such Material Adverse Change shall have been insured). Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to Baird, except that the Company shall be obligated to reimburse the expenses of Baird pursuant to Sections 4 and 6 hereof, (b) Baird to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Representative by notice given to the Closing Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Stock Market, Inc., or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company a general banking moratorium shall have been submitted to and accepted declared by any of federal, New York or Bermudan authorities or a material disruption in commercial banking or securities settlement or clearance services in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States has occurred; or (iii) by either the Company, on the one handthere shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any Investorchange in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Common Shares; (iv) since the respective dates as of which information is given in the Registration Statement, the Prospectus or the Disclosure Package, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other hand (calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and only with respect operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representative and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by the Purchasers on the Closing Date this Agreement may be terminated prior by the Placement Agent by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal or New York; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, 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 Placement Agent is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Placement Agent there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Placement Agent may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to the Placement Agent, except that the Company shall be obligated to reimburse the expenses of the Placement Agent pursuant to Sections 5 and 8 hereof, (b) the Placement Agent to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this ----------------------------- Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Issuers if at any time (i) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited or minimum or maximum prices shall have been generally established on any such stock exchanges by mutual written consent of all Partiesthe Commission or the NASD; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company a general banking moratorium shall have been submitted to and accepted declared by the Governmental Authority prior to September 30any of federal, 2022)New York, provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty Delaware or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)California authorities; or (iii) by either the Company, on the one handthere shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any Investorchange in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the reasonable judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Units in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or the Issuer or their respective subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other hand (calamity of such character as in the reasonable judgment of the Initial Purchasers may interfere materially with the conduct of the business and only with respect operations of the Issuers or their respective subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor or (A) the CompanyIssuers to any Initial Purchaser, respectivelyexcept that the Issuers shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Section 4 and, and such breachin the case of clause (iv) above, if curableSection 6 hereof, has not been cured (B) any Initial Purchaser to the reasonable satisfaction of the Issuers, or (c) any party hereto to any other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to The Underwriter shall have the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on as hereinafter specified at any time at or prior to the Long Stop First Closing Date and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall closing date, to perform any agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any condition of the obligation under this AgreementUnderwriter’s obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) trading in the Common Stock shall have been suspended by either the CompanyCommission or the NASDAQ Stock Market or trading in securities generally on the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Stock Market, New York Stock Exchange or the NYSE Amex, by such exchange or by order of the Commission or any other Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any Investorattack on, on outbreak or escalation of hostilities or act of terrorism involving the other hand (and only with respect to such Investor) United States, any declaration by written notice to the other Party if there has been a material misrepresentation or material breach United States of a covenant national emergency or agreement contained war, any change in this Agreement on financial markets or any calamity or crisis that, in the part of such Investor Underwriter’s judgment, is material and adverse and makes it impractical or inadvisable to proceed with the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(viii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section 8, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior to You, as Representatives of the Closing (i) by mutual written consent of all Parties; (ii) by either several Underwriters, shall have the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company has failed, refused or been unable, at or prior to such onshore RMB Investor shall Closing Date, to perform any agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any condition of the obligation under this AgreementUnderwriters’ obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either iii)trading in the Company’s Common Stock shall have been suspended by the Commission or the American Stock Exchange or trading in securities generally on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, or any Investorother calamity or crisis that, on in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(h) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If you elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by you by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company and each Selling Shareholder as hereinafter specified at any time at or prior to the First Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the Closing (i) by mutual written consent of all Parties; Date, to perform any material agreement on its part to be performed hereunder, (ii) by either the Companyany Selling Shareholder shall have failed, on the one handrefused or been unable, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on at or prior to the Long Stop Closing Date, such onshore RMB Investor shall to perform any material agreement on its part to be regarded as failed to fulfil the obligation under this Agreementperformed hereunder, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either any other material condition of the Underwriter's obligations hereunder is not fulfilled, (iv) trading in the Company's Common Stock shall have been suspended by the Commission or the Nasdaq Global Select Market or trading in securities generally on the Nasdaq Global Select Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (v) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq Global Select Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (vi) a banking moratorium shall have been declared by federal or state authorities, or (vii) there shall have occurred any attack on, outbreak or escalation of hostilities between the United States and any foreign or terrorist organization or any declaration by the United States of a national emergency or war, or any Investorchange in financial markets or any calamity or crisis that, on in the other hand (Underwriter's reasonable judgment, is material and only adverse and makes it impractical or inadvisable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Shares. Any such termination shall be without liability of any doubtparty to any other party except that the provisions of Section 4(a)(vii) and 4(a)(viii), the termination Section 4(b)(i) and Section 6 hereof shall only become effective to and binding on such breaching Investor )at all times be effective. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section 8, the provisions of Section 9.14(a) aboveCompany and each Selling Shareholder, this Agreement shall become void and have no further effect with respect to or the terminating Parties; providedSelling Shareholders' Attorney-in-Fact, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior by any Placement Agent, with respect to such Placement Agent only, by giving one day’s notice to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited (except for suspensions or limitations not lasting more than one Trading Day in duration) by mutual written consent of all Partiesthe Commission or by the Nasdaq Stock Market LLC; (ii) by either in the Company, on judgment of the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company Placement Agents there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Effect; or (iii) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the Companysole judgment of the Placement Agents 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. Upon termination of this Agreement pursuant to this Section 12(a) with respect to any terminated Placement Agent(s), on the one hand, or any Investor, on the other hand (and only outstanding Placement Notices with respect to such InvestorPlacement Agent(s) by written notice shall also be terminated, and such Placement Agent(s) shall be automatically removed from Schedule A and Exhibit B hereto. Any termination pursuant to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12(a) shall be without liability on the part of such Investor or (a) the CompanyCompany to any Placement Agent, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to the reasonable satisfaction reimburse all expenses of the other Party within ten Placement Agents pursuant to Section 9 (10the “Payment of Expenses”) Business Days and Section 10 (“Reimbursement of such notice (for the avoidance of any doubtPlacement Agents’ Expenses”) hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Placement Agent to the Company or (c) of any party hereto to any other party except that the provisions of Section 9.14(a11 (“Indemnification”) aboveshall at all times be effective and shall survive such termination. Following any such termination by a Placement Agent, this Agreement shall become void and have no further remain in effect with respect as to each other Placement Agent that has not exercised its respective right to terminate the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach provisions of this Agreement or for pursuant to this Section 12(a) and any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued obligations and rights and obligations of the Parties (including the right Placement Agents under this Agreement shall be satisfied by or afforded to damages for the breach, if any, giving rise to the termination and any only such other pre-termination breach by any of the Parties)Placement Agents. (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior The Representative, by notice given to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on shall have the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of at any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or time prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right First Closing Date or to terminate the Agreement under obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (a)(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or the AMEX or (ii) trading in securities generally on the AMEX shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the AMEX by the Commission or FINRA; (b) a general banking moratorium shall have been declared by any of federal or New York authorities; (c) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative, is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (d) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such occasioncharacter as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters to the extent provided in Sections 5 and 8 hereof, (for further avoidance of ii) any doubtUnderwriter to the Company, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior The Representatives, by notice given to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on shall have the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of at any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or time prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right First Closing Date or to terminate the Agreement under obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (a)(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE or (ii) trading in securities generally on the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the NYSE by the Commission or FINRA; (b) a general banking moratorium shall have been declared by any federal or New York authorities; (c) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives, is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (d) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such occasioncharacter 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 11 shall be without liability on the part of (i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters to the extent provided in Sections 5 and 8 hereof, (for further avoidance of ii) any doubtUnderwriter to the Company, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission, by the Nasdaq Global Market or by a Canadian securities regulatory authority or by the TSX, or trading in securities generally on any of all Partiesthe Nasdaq Stock Market, the New York Stock Exchange or the TSX shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any United States federal, New York state or Canadian federal authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States, Canadian or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’, Canada’s or international political, financial or economic conditions, in each case as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Applicable Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter to the Company, respectivelyor (c) any party hereto to any other party, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to You, as Representatives of the Closing (i) by mutual written consent of all Parties; (ii) by either several Underwriters, shall have the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall Closing Date, to perform any agreement on its or their part to be regarded as failed to fulfil performed hereunder, (ii) any condition of the obligation under this AgreementUnderwriters’ obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or The NASDAQ Stock Market or trading in securities generally on the NASDAQ Stock Market or the New York Stock Exchange shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Stock Market or the New York Stock Exchange, by such Exchange or by order of the Commission or any other Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, or any Investorother calamity or crisis that, on in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(a)(viii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If you elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void Company and have no further effect with respect to the terminating Parties; provided, that no Party its counsel shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by you by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination If the Company shall not affect fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then accrued rights this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii) and obligations of Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Parties (including the right to damages for the breachCompany so defaulting from liability, if any, giving rise to the termination and any other pre-termination breach by any in respect of the Parties)such default. (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time (i) by mutual written consent of all Partiesthe Company is unable or unwilling to perform its obligations under this Agreement; (ii) any of the conditions specified in Section 4 hereof shall not have been fulfilled when and as required by this Agreement to be fulfilled; (iii) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Stock Market, or trading in securities generally on either the CompanyNasdaq 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 exchanges by the Commission or FINRA; (iv) a general banking moratorium shall have been declared by any federal, New York or California authorities; (v) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity (including without limitation any terrorist or similar attack), or any change in the United States or international financial markets, or any substantial change in the United States’ or international political, financial, or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (vi) in the Company judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiivii) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident, terrorist attack, act of war or other calamity of such character as in the Company, on reasonable judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 5 and 6(a) hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing 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 mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholder to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholder shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholder, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by The NASDAQ Global Market, or trading in securities generally on either The NASDAQ Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either federal or New York authorities; (iii) there shall have occurred (A) any outbreak or escalation of hostilities involving the CompanyUnited States or the declaration by the United States of a national emergency or war, or (B) any substantial change in the United States’ or international political, financial or economic conditions if the effect of any such event described in subclause (A) or (B) of this clause, in the reasonable judgment of the Representatives, is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either in the Company, on reasonable judgment of the one hand, or Representatives there shall have occurred any Investor, on the other hand (and only with respect Material Adverse Change. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 7 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) trading in the Company’s Common Stock shall have been suspended by mutual written consent of all Parties; the Commission or NASDAQ or trading in securities generally on NASDAQ, the New York Stock Exchange or the NYSE Amex shall have been suspended, (ii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB InvestorNASDAQ, the Long Stop Date would be automatically extended to October 31New York Stock Exchange or the NYSE Amex, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party exchange or by order of the Commission or any material representationother governmental authority having jurisdiction, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) a banking moratorium shall have been declared by either federal, New York or California state authorities, (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the CompanyUnited States, on any declaration by the one handUnited States of a national emergency or war, any substantial change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (v) the Company suffers any Investorloss by strike, on fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the other hand effect of which, in each case described in clauses (i) through (v) above, in the Underwriter’s reasonable judgment is material and only adverse and makes it impractical or inadvisable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 8 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature notified promptly by the Underwriter by telephone, confirmed promptly thereafter by letter. The Company shall reimburse the Underwriter on demand for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy all reasonable and documented expenses (including specific performance if availablereasonable fees and disbursements of counsel) for any such breach or misrepresentation. (c) Termination that shall not affect have been incurred by it in connection with the then accrued rights proposed purchase and obligations sale of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties)Securities. (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by any Underwriter, with respect to its obligations hereunder, by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's or JDS Uniphase Canada Ltd.'s securities shall have been suspended or limited by mutual written consent the Commission, the Nasdaq National Market, Canadian provincial securities commissions or The Toronto Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market, the New York Stock Exchange or The Toronto Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission, the NASD, Canadian provincial securities commissions or The Toronto Stock Exchange; (ii) a general banking moratorium shall have been declared by either any of the CompanyUnited States or Canadian federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States, Canadian or international financial markets, or any substantial change or development involving a prospective substantial change in United States', Canadian or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This After the execution of this Agreement and prior to the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent of all Partiesthe Commission or by the Nasdaq National Market, or trading in securities generally on either the Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the New York Stock Exchange or the Nasdaq National Market, by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Representative, by notice given to the Company, shall have the right to terminate this Agreement may be terminated at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission, the NYSE Amex or (b) trading in securities generally on either the NYSE Amex shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 13 shall be without liability on the part of such Investor or (a) the Company to the Underwriters, except that the Company shall be obligated to reimburse the expenses of the Underwriters to the extent provided in Sections 6 and 9 hereof, (b) the Underwriters to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) aboveSections 10, this Agreement 11 and 12 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This On or prior to the Closing Date this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company a general banking moratorium shall have been submitted to and accepted declared by any federal, New York or Delaware authority or a material disruption in commercial banking or securities settlement or clearance services in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States has occurred; or (iii) by either the Company, on the one handthere shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any Investorchange in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Notes in the manner and on the other hand (and only with respect terms described in the Final Offering Memorandum or to such Investor) by written notice enforce contracts for the sale of securities. Any termination pursuant to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company to any Initial Purchaser, except to the extent that the Company is obligated to reimburse the expenses of the Representative and the Initial Purchasers pursuant to Sections 4 and 7 hereof, or (b) any Initial Purchaser to the Company, respectivelyprovided, however, that if the Company reimbursed the Initial Purchasers for their expenses pursuant to Section 7 hereof and such breach, if curable, has not been cured the defaulting Initial Purchaser or Initial Purchasers are obligated to reimburse the Company for all reimbursements made by the Company to the reasonable satisfaction of Representative and the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated Initial Purchasers pursuant to Section 7 hereof, such obligation to reimburse the provisions of Section 9.14(a) above, this Agreement Company shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationsurvive. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may shall be terminated subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to the Closing Date (i) by mutual written consent if there shall have been, since the date of all Parties; this Agreement or since the respective dates as of which information is given in the Registration Statement and the Final Supplemented Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) by either if, since the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party date of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering and therefore such onshore RMB Investor shall not be granted delivery of the right to terminate the Agreement under such occasion) (for further avoidance of any doubtSecurities, the termination shall only become effective to and binding on such relevant Investor); or (iii) if, since the date of this Agreement, trading in any securities of the Company shall have been suspended by the SEC or a national securities exchange or the over-the-counter markets, or if trading generally on either the the New York Stock Exchange or the over-the-counter markets shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by either of said Exchanges, the over-the-counter markets or by order of the SEC or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Securities are denominated or payable, or if a material disruption in commercial banking or securities settlement or clearance services in such country shall have occurred, or (iv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of this Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced (other than a reaffirmation of a previous announcement) since such date that it has under a surveillance or review, with possible negative implications, its rating of any debt securities of the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investorv) by written notice if there shall have come to the other Party if there has been Representatives’ attention any facts that would cause the Representatives to reasonably believe that the Final Supplemented Prospectus, at the time it was required to be delivered to the Underwriters, included an untrue statement of a material misrepresentation fact or omitted to state a material breach fact necessary in order to make the statements therein, in the light of a covenant or agreement contained in this Agreement on the part circumstances existing at the time of such Investor or the Companydelivery, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )misleading. (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the First Closing Date this ----------------------------- Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission, the NASD or any other governmental authority; (ii) a general banking moratorium shall have been declared by either any federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 and Section 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions)1, Section 7.2.1 (Indemnity), 8 and Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) 9 shall at all times be effective and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Tennessee authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, 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 Underwriter is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company reasonable judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character that in the Companyjudgment of the Underwriter could, on individually or in the one handaggregate, or any Investor, on the other hand (and only with respect reasonably be expected to such Investor) by written notice result in a Material Adverse Change. Any termination pursuant to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Selling Stockholders to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriter, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for Underwriter and the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Company if at any time: (i) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited by mutual written consent of all Partiesthe Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the one hand, terms described in the Offering Memorandum or such Investor, to enforce contracts for the sale of securities; or (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change. Any termination pursuant to this Section 10 shall be without liability on the other hand if the Closing fails to occur on or prior to September 30, 2022, part of (the “Long Stop Date”A) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30any Initial Purchaser, 2022), provided except that neither the Company nor such Investor shall be permitted obligated to terminate this Agreement if reimburse the failure expenses of the Initial Purchasers pursuant to consummate Sections 4 and 6 hereof (except in the Closing was caused by the breach by such Party case of any material representation, warranty or covenant in this Agreement termination pursuant to clause (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasionii) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either of the foregoing sentence, (B) any Initial Purchaser to the Company, on the one hand, or (iii) any Investor, on the party hereto to any other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Global Market, or trading in securities generally on either the Nasdaq Global Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity (including escalation of any pandemic or similar global health crisis), or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representative and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior The Representatives, by notice given to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on shall have the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of at any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or time prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right First Closing Date or to terminate the Agreement under obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (a)(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or the NASDAQ or (ii) trading in securities generally on the NASDAQ shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the NASDAQ by the Commission or FINRA; (b) a general banking moratorium shall have been declared by any federal or New York authorities; (c) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives, is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (d) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such occasioncharacter 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 11 shall be without liability on the part of (i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters to the extent provided in Section 5 hereof, (for further avoidance of ii) any doubtUnderwriter to the Company, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to The Underwriter shall have the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date if (i) the Company shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall Closing Date, to perform in all material respects any agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any other condition of the obligation under this AgreementUnderwriter’s obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or NASDAQ or trading in securities generally on the NASDAQ Stock Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Stock Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any material outbreak or escalation of hostilities or material act of terrorism involving the United States, any declaration by the United States of a national emergency or material war, any change in financial markets, any material change or development involving a prospective material change in United States or international political, financial or economic conditions, or any Investorother calamity or crisis that, on in the other hand (Underwriter’s reasonable judgment, is material and only adverse and makes it impractical or inadvisable to proceed with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(viii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This On or prior to the Closing Date this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on either The New York Stock Exchange or The Nasdaq Stock Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or FINRA; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company a general banking moratorium shall have been submitted to and accepted declared by any federal or New York authority or a material disruption in commercial banking or securities settlement or clearance services in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States has occurred; or (iii) by either the Company, on the one handthere shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any Investorchange in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Notes in the manner and on the other hand (and only with respect terms described in the Final Offering Memorandum or to such Investor) by written notice enforce contracts for the sale of securities. Any termination pursuant to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement SECTION 11 shall be without liability on the part of such Investor (A) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representative and the Initial Purchasers pursuant to SECTION 4 and SECTION 7 hereof or (B) any Initial Purchaser to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement SECTION 8 and SECTION 9 hereof shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This On or prior to the Closing Date this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any federal, New York, Delaware or California authority; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Final Prospectus (exclusive of any amendments or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect supplements thereto subsequent to the onshore RMB Investor, the Long Stop Date would be automatically extended date hereof) or to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either in the Company, on judgment of the one hand, or Underwriter there shall have occurred any Investor, on the other hand (and only with respect Material Adverse Change. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 9 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Selling Stockholders to the reasonable satisfaction Underwriter, except that the Company and the Selling Stockholders, jointly and severally, shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriter pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 7 and Section 8 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or trading in securities generally on the NASDAQ, NYSE or the TSX shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or Canadian authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative, is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one handterms described in the Time of Sale Prospectus or the Prospectuses or to enforce contracts for the sale of securities, excluding any such substantial change in financial or economic conditions due to a US federal government shutdown; (iv) in the judgment of the Representative, acting in good faith, there shall have occurred any material adverse change or would reasonably be expected to have a material adverse change in the condition, financial or otherwise, or such Investorin the business, on the other hand if the Closing fails to occur on properties, earnings, results of operations or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to prospects of the Company have been submitted to and accepted by its Subsidiaries considered as one enterprise, whether or not arising in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party ordinary course of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)business; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representative and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Representative by notice given to the Closing Issuer if at any time (i) trading or quotation in any of the Issuer’s or the Guarantors’ Securities shall have been suspended or limited by mutual written consent of all Partiesthe Commission or by the Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited or minimum or maximum prices shall have been generally established on any such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities or a material disruption has occurred in the Companysecurities settlement or clearance services in the United States; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the 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 one hand, terms described in the Pricing Disclosure Package and Final Offering Memorandum or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Issuer or a Guarantor shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Issuer or any Investor, on the other hand (and only with respect Guarantor regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor (A) the Issuer or any Guarantor to any Initial Purchaser, except that the CompanyIssuer and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, respectively, and such breach, if curable, has not been cured (B) any Initial Purchaser to the reasonable satisfaction of the Issuer, or (c) any party hereto to any other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to party except that the provisions of Section 9.14(a) above, this Agreement Sections 8 and 9 hereof shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated by the Representatives by notice given to the Company if at any time prior to the Closing Closing: (i) by mutual written consent trading or settlement in securities generally on the Nasdaq Stock 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 all Partiessuch quotation system or stock exchange; (ii) trading or settlement in any securities of the Company on the Nasdaq Stock Market shall have been suspended or limited, (iii) a general banking moratorium shall have been declared by either 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 is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Notes in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; or (v) the Company or any of the Subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may (A) interfere materially with the conduct of the business and operations of the Company and the Subsidiaries, taken as a whole, regardless of whether or not such loss shall have been insured and (B) make it inadvisable to proceed with the offering of the Notes in the manner and on the terms described in the Pricing Disclosure Package. Any termination pursuant to this Section 11 shall be without liability on the part of (i) the Company or any Subsidiary to the Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the party hereto to any other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to party except that the provisions of Section 9.14(a) aboveSections 4, this Agreement 9 and 10 hereof shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Stockholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission, by the Nasdaq SmallCap Market or by the [Nasdaq National Market] [Amex] [Tier I of all Partiesthe Pacific Exchange], or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). or (b) If this Agreement is terminated pursuant any Underwriter to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to Company or the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationSelling Stockholders. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This 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 prior by the Underwriter by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Capital Market or by the Boston Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market, the Boston Stock Exchange or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions that, in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Units in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either in the Company, on judgment of the one hand, or Underwriter there shall have occurred any Investor, on the other hand Material Adverse Change (and only regardless of whether any loss associated with respect such Material Adverse Change shall have been insured). Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor or (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 4 and 6 hereof, (b) the Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by The Nasdaq Stock Market, or trading in securities generally on either The Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Pennsylvania or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company sale of securities; (iv) if there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by Jefferies and Piper by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or trading in securities generally on either the NASDAQ or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or Pennsylvania authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies and ▇▇▇▇▇ is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of Jefferies and Piper there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of Jefferies and ▇▇▇▇▇ may interfere materially with the one hand, conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date or any Date of Delivery, this Agreement may be terminated prior by the Underwriter, by notice given to the Closing Company if (a) at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq National Market, or trading in securities generally on either the Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective change in United States' or international political, financial or economic conditions, as in the judgment of the Underwriter, is material and adverse and makes it impracticable or inadvisable to market the Shares in the manner and on the one handterms described in the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such Investor, on character as in the other hand judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (vi) if the Closing fails Forward Seller, pursuant to occur on Section 3(a)(ii) or prior to September 303(b)(ii) hereof, 2022does not deliver Borrowed Shares for sale, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior deliver, pursuant to Section 12 hereof, a number of shares of Common Stock equal to the Long Stop Datenumber of shares that the Forward Seller does not deliver, or (b) in the case of any of the events specified in clauses (a)(i)-(vi) of this Section 10, such onshore RMB Investor event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Stock in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement without liability on the part of such Investor or any party to any other party except that the Company, respectively, and such breach, if curable, has not been cured Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Underwriter and the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated Forward Seller pursuant to Section 7 hereof and the provisions of Section 9.14(a) above, this Agreement 8 shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall survive such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationand remain effective at all times. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the First Closing Date and, with respect to Optional Shares, 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 prior by the Underwriter by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the AMEX, or trading in securities generally on the AMEX, the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission, the NASD or the AMEX; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either in the Company, on reasonable judgment of the one hand, or Underwriter there shall have occurred any Investor, on the other hand Material Adverse Change (and only regardless of whether any loss associated with respect such Material Adverse Change shall have been insured). Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware, Texas or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Underwriters is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriters may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Underwriters shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) trading in the Company’s Common Stock shall have been suspended by mutual written consent of all Parties; the Commission or the Nasdaq Global Market or trading in securities generally on the Nasdaq Global Market, New York Stock Exchange or NYSE Amex shall have been suspended, (ii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq Global Market, New York Stock Exchange or such InvestorNYSE Amex, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party exchange or by order of the Commission or any material representationother governmental authority having jurisdiction, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) a banking moratorium shall have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the CompanyUnited States, on any declaration by the one handUnited States of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (v) the Company suffers any Investorloss by strike, on fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach effect of a covenant or agreement contained which, in each case described in this Agreement on subsection (a), in the part of such Investor Underwriters’ reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Shares. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 5(a)(vii) and Section 7 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriters elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriters by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Representative by notice given to the Closing 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 mutual written consent the Commission or by the Nasdaq Global Market, or trading in securities generally on the New York Stock Exchange or the American Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the CompanyUnited States has occurred; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market the Shares in the manner and on the one hand, terms described in the Disclosure Package or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholder to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholder shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representative and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to Sections 4 and binding on such breaching Investor ). 6 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to Company or the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationSelling Stockholder. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior to You, as Representative of the Closing (i) by mutual written consent of all Parties; (ii) by either Underwriters, shall have the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall Closing Date, to perform any agreement on its part to be regarded as failed to fulfil performed hereunder, (ii) any other condition of the obligation under this AgreementUnderwriters’ obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company’s Common Stock shall have been suspended by the Commission or the NASDAQ Global Market or trading in securities generally on the New York Stock Exchange or the Nasdaq Stock Market shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNew York Stock Exchange or the Nasdaq Stock Market, by such exchange or by order of the Commission or any other Governmental Authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States and/or the PRC, any declaration by the United States and/or the PRC of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States and/or the PRC or international political, financial or economic conditions, or any Investorother calamity or crisis that, on in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(h) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If you elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by you by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) trading in the Company’s Common Stock shall have been suspended by mutual written consent of all Parties; the Commission or the Nasdaq Global Market or trading in securities generally on the Nasdaq Global Market, New York Stock Exchange or NYSE Amex shall have been suspended, (ii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq Global Market, New York Stock Exchange or NYSE Amex, by such exchange or by order of the Commission or any other governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared by federal or New York state authorities, (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration by the United States of a national emergency or war, any substantial change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or such Investor(v) the Company suffers any loss by strike, on the fire, flood, earthquake, accident or other hand if the Closing fails to occur on calamity, whether or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investornot covered by insurance, the Long Stop Date would be automatically extended effect of which, in each case described in this subsection (a), in the Underwriter’s reasonable judgment is material and adverse and makes it impractical or inadvisable to October 31, 2022 if proceed with the application completion of the sale of and payment for the consentsShares. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(a)(vii) and Section 7 hereof shall at all times be effective and shall survive such termination. Notwithstanding the foregoing, filings and/or registration if this Agreement is terminated in accordance with respect to such onshore RMB Investor’s outbound investment to the provisions of Section 6 or Section 9, the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted liable for the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction payment of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )▇▇▇▇ Expenses. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by the Representative by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, or German authorities; (iii) there shall have occurred or exists any outbreak or escalation of national or international hostilities or any crisis or calamity (including escalation of any pandemic or similar global health crisis), or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representative there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representative and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Stockholders if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by Nasdaq, or trading in securities generally on either Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This In addition to the provisions of Section 7, the Underwriters shall have the right to terminate this Agreement may be terminated by giving notice to the Company and the Selling Stockholder as hereinafter specified at any time at or prior to the Closing Date, if (i) trading in the Common Stock shall have been suspended by mutual written consent of all Parties; the Commission or The NASDAQ Global Market or trading in securities generally on The NASDAQ Global Market, the New York Stock Exchange or NYSE Amex shall have been suspended, (ii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB InvestorThe NASDAQ Global Market, the Long Stop Date would be automatically extended to October 31New York Stock Exchange or NYSE Amex, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party exchange or by order of the Commission or any material representationother governmental authority having jurisdiction, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) a banking moratorium shall have been declared by either federal or state authorities, (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the CompanyUnited States, on any declaration by the one handUnited States of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions or any other calamity or crisis, or (v) the Company suffers any Investorloss by strike, on fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach effect of a covenant or agreement contained which, in each case described in this Agreement on subsection (a), in the part of such Investor Representative’s reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Shares. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 6(a)(vii) and Section 8 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriters elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void Company and have no further effect with respect to the terminating Parties; provided, that no Party Selling Stockholder shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Representative by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing 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 mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the 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 submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)insured; or (iiivi) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been shall have occurred a material misrepresentation disruption in commercial banking or material breach of a covenant securities settlement or agreement contained clearance services in the United States. Any termination pursuant to this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholder to any Underwriter, respectively, and such breach, if curable, has not been cured except to the reasonable satisfaction extent that the Company is obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated any Underwriter to the Company or the Selling Stockholder, provided, however, that if the Company reimbursed the Underwriters for their expenses pursuant to Section 6 hereof and the defaulting Underwriter or Underwriters are obligated to reimburse the Company for all reimbursements made by the Company to the Representatives and the other Underwriters pursuant to Section 6 hereof, such obligation to reimburse the Company shall survive, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Securities by the Underwriter on the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by Nasdaq, or trading in securities generally on either the Nasdaq or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity (including escalation of any pandemic or similar global health crisis), or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Effect; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 13 shall be without liability on the part of such Investor (i) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to Section 4 or Section 7 hereof or (ii) the Underwriter to the Company; provided, respectivelyhowever, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to that the provisions of Section 9.14(a) above, this Agreement 10 and Section 11 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by BTIG on the Closing Date, this Agreement may be terminated prior by BTIG by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by Nasdaq, or trading in securities generally on either the Nasdaq or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity (including escalation of any pandemic or similar global health crisis), or any change in the CompanyUnited States or international financial markets, 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 BTIG is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of BTIG there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Effect; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of BTIG may interfere materially with the one hand, conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 13 shall be without liability on the part of such Investor (i) the Company to BTIG, except that the Company shall be obligated to reimburse the expenses of BTIG pursuant to Section 4 or Section 7 hereof or (ii) BTIG to the Company; provided, respectivelyhowever, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to that the provisions of Section 9.14(a) above, this Agreement 10 and Section 11 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Representatives by notice given to the Closing Company and the Selling Shareholders if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Stock Market, Inc., or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company a general banking moratorium shall have been submitted to and accepted declared by any of federal, New York or California authorities or a material disruption in commercial banking or securities settlement or clearance services in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States has occurred; or (iii) by either the Company, on the one handthere shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any Investorchange in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the terms described in the Prospectus or to enforce contracts for the sale of the Common Shares; (iv) since the respective dates as of which information is given in the Registration Statement, the Prospectus or the Disclosure Package, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other hand (calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and only with respect operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Shareholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Shareholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubtUnderwriters pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Shareholders, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange or The Toronto Stock Exchange, or trading in securities generally on the Nasdaq Stock Market, the New York Stock Exchange or The Toronto Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of United States federal, New York, California or Canadian authorities; (iii) there shall have occurred any outbreak or escalation of hostilities or any crisis or calamity involving or affecting the CompanyUnited States or Canada, or any change in the United States, Canada 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 Representative is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either the Company, on the one handthere shall have occurred any change, or any Investordevelopment that could reasonably be expected to result in a change, on in the other hand (condition, financial or otherwise, or in the earnings, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and only its subsidiaries, considered as one entity, the effect of which is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with respect the Offering or delivery of the Common Shares as contemplated in the Registration Statement and the Prospectus. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters in accordance with Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company and the Selling Stockholder if at any time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or (b) trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriter is material and adverse and makes it impracticable or inadvisable to proceed with the completion of the offering contemplated hereby on the one hand, terms and in the manner contemplated in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States; or (iiivi) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Selling Stockholder to the reasonable satisfaction Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Selling Stockholder; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior Prior to the First Closing Date this Agreement maybe terminated by the Representatives by notice given to the Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York , Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Underwriter by written notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq National Market or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been s▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware, or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, 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 Underwriter is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on reasonable judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriter pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) the Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination. If this Agreement is terminated pursuant prior to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contraryFirst Closing Date, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement3(k) shall survive any expiration or termination of this Agreementbe in no further force and effect.

Termination of this Agreement. (a) This Prior to the First 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 prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) by either in the Company, on judgment of the one hand, or Representatives there shall have occurred any Investor, on the other hand Material Adverse Change (and only regardless of whether any loss associated with respect such Material Adverse Change shall have been insured). Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date this Agreement may be terminated prior by the Representatives by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq National Market, or trading in securities generally on either the Nasdaq National Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Representatives there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on reasonable judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This The Representative, by notice given to the Company, shall have the right to terminate this Agreement may be terminated at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or NASDAQ or (b) trading in securities generally on either NASDAQ or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) any major disruption of settlements of securities, payment or clearance services in the CompanyUnited States which adversely affects the ability of the Underwriters to complete the offering contemplated by this Agreement; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company to the Underwriters, except that the Company shall be obligated to reimburse the expenses of the Underwriters to the extent provided in Sections 4 and 6 hereof, (b) the Underwriters to the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten or (10c) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) aboveSections 8, this Agreement 9 and 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission, a State Commission or by the OTCBB, or trading in securities generally on the New York Stock Exchange or the NYSE Alternext US, or the Nasdaq Global Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either federal, New York or Minnesota authorities or a material disruption in commercial banking or securities settlement or clearance services in the CompanyUnited States has occurred; (iii) there shall have occurred any outbreak or escalation of national or international hostilities, or any crisis, calamity or change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, the effect of which, in the judgment of the Underwriter, is material and adverse and makes it impracticable or inadvisable to market the Units in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party sale of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)securities; or (iiiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriter pursuant to Sections 4 and binding on such breaching Investor ). 6 hereof or (b) If this Agreement is terminated pursuant the Underwriter to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationCompany. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior to You, as Representatives of the Closing (i) by mutual written consent of all Parties; (ii) by either several Underwriters, shall have the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of giving notice as hereinafter specified at any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company or the Selling Stockholder shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall Closing Date, to perform any agreement on their part to be regarded as failed to fulfil performed hereunder, (ii) any other condition of the obligation under this AgreementUnderwriters’ obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) trading in the Common Stock shall have been suspended by either the CompanyCommission or the New York Stock Exchange or trading in securities generally on the Nasdaq Global Market, the New York Stock Exchange or the American Stock Exchange shall have been wholly suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq Global Market, the New York Stock Exchange or the American Stock Exchange, by such market or exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any Investoroutbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, on in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubtparty to any other party except that the provisions of Section 4(a)(viii), the termination Section 4(b)(i) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If you elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void Company and have no further effect with respect to the terminating Parties; provided, that no Party Selling Stockholder shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by you by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Prior to the Closing Date, this Agreement may be terminated prior by the Initial Purchasers by notice given to the Closing Company if at any time (i) trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by mutual written consent of all Partiesthe Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or any other state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the one hand, terms described in the Offering Memorandum or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Initial Purchasers there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) by either the Company, on the one hand, Company or any InvestorGuarantor shall have sustained a loss by strike, on fire, flood, earthquake, accident or other calamity of such character as in the other hand (judgment of the Initial Purchasers may interfere materially with the conduct of the business and only with respect operations of the Company or such Guarantor regardless of whether or not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 10 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured any Guarantor to the reasonable satisfaction Initial Purchasers, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtInitial Purchasers pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant the Initial Purchasers to the Company or any Guarantor, or (c) any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated prior by Jefferies and Cowen by notice given to the Closing Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Delaware or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of Jefferies and Cowen is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the one hand, terms described in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of Jefferies and Cowen there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of Jefferies and Cowen may interfere materially with the one hand, conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor or (a) the CompanyCompany to any Underwriter, respectively, and such breach, if curable, has not been cured except that the Company shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for Representatives and the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the First Closing Date, this Agreement may be terminated prior by the Underwriter by notice given to the Closing Company if at any time (i) trading or quotation in any of the Company's securities shall have been suspended or limited by mutual written consent the Commission or by the New York Stock Exchange, or trading in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges by the Commission or the NASD or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (ii) a general banking moratorium shall have been declared by either any of federal, New York or Tennessee authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, 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 Underwriter is material and adverse and makes it impracticable or inadvisable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company reasonable judgment of the Underwriter there shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of occurred any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Material Adverse Change; or (iiiv) the Company or the Operating Partnership shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character that in the Companyjudgment of the Underwriter could, on individually or in the one handaggregate, or any Investor, on the other hand (and only with respect reasonably be expected to such Investor) by written notice result in a Material Adverse Change. Any termination pursuant to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor (a) the Company or the Company, respectively, and such breach, if curable, has not been cured Operating Partnership to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriter, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant the Underwriter to the Company or the Operating Partnership, or (c) of any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to You, as Representative of the Closing (i) by mutual written consent of all Parties; (ii) by either several Underwriters, shall have the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment giving notice to the Company fails to be completed on as hereinafter specified at any time at or prior to the Long Stop First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to such onshore RMB Investor shall Closing Date, to perform any agreement on its or their part to be regarded as failed to fulfil performed hereunder, (ii) any condition of the obligation under this AgreementUnderwriters' obligations hereunder is not fulfilled, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either trading in the Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the Nasdaq National Market, New York Stock Exchange or the American Stock Exchange shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNasdaq National Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any other governmental authority having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities, or (vi) there shall have occurred any attack on, outbreak or escalation of hostilities or major act of terrorism involving the United States, any declaration by the United States of a new national emergency or war from the date of this Agreement to the Closing Date, any change in financial markets, any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, or any Investorother calamity or crisis that, on in your judgment, is material and adverse and makes it impractical or inadvisable to proceed with the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Securities. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 4(a)(viii) and Section 6 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If you elect to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) aboveCompany, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by you by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This The Underwriter shall have the right to terminate this Agreement may be terminated by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, if (i) trading in the Company’s Common Stock shall have been suspended by mutual written consent of all Parties; the Commission or the NASDAQ Capital Market or trading in securities generally on the NASDAQ Capital Market, New York Stock Exchange or NYSE Amex shall have been suspended, (ii) by either the Companyminimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the one handNASDAQ Capital Market, New York Stock Exchange or such InvestorNYSE Amex, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party exchange or by order of the Commission or any material representationother governmental authority having jurisdiction, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) a banking moratorium shall have been declared by either federal, state or the CompanyPRC authorities, on (iv) there shall have occurred any attack on, outbreak or escalation of hostilities or act of terrorism involving the one handUnited States or the PRC, any declaration by the United States or the PRC of a national emergency or war, any change in financial markets, any substantial change or development involving a prospective substantial change in United States, the PRC or other international political, financial or economic conditions or any other calamity or crisis, or (v) the Company suffers any Investorloss by strike, on fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach effect of a covenant or agreement contained which, in each case described in this Agreement on subsection (a), in the part of such Investor Underwriter’s reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction completion of the other Party within ten (10) Business Days sale of such notice (and payment for the avoidance Shares. Any such termination shall be without liability of any doubt, party to any other party except that the termination provisions of Section 6(a)(vii) and Section 8 hereof shall only become at all times be effective to and binding on shall survive such breaching Investor )termination. (b) If the Underwriter elects to terminate this Agreement is terminated pursuant to as provided in this Section, the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party Company shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereundernotified promptly by the Underwriter by telephone, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentationconfirmed by letter. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This For the period from and after the effectiveness of this Agreement may be terminated and prior to the First Closing Date, this Agreement shall be subject to termination by the Underwriter by notice given to the Company if at any time during such period (i) trading in securities generally on either of the Nasdaq Stock Exchange or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by mutual written consent of all Partiesthe Commission or the NASD; (ii) a general banking moratorium shall have been declared by either any of federal, New York, Texas or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Underwriter, is material and adverse and makes it impracticable to market the Common Shares in the manner and on the one hand, terms described in the Prospectus or such Investor, on to enforce contracts for the other hand if the Closing fails to occur on or prior to September 30, 2022, sale of securities; (the “Long Stop Date”iv) (however, there shall have occurred any Material Adverse Change with respect to the onshore RMB InvestorCompany and its Subsidiaries, considered as one entity; (v) any holder of the Long Stop Date would be automatically extended Company's securities shall have filed an action in federal or state court, whether at law or in equity, seeking to October 31, 2022 if enjoin or seeking damages in connection with the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted transactions contemplated by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if or challenging any aspects of the failure to consummate Registration Statement or the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)Prospectus; or (iiivi) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as to interfere materially with the Company, on conduct of the one hand, business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 11 shall be without liability on the part of such Investor or (a) the Company, respectively, and such breach, if curable, has not been cured Company to the reasonable satisfaction Underwriter, except that the Company shall be obligated to reimburse the expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubtUnderwriter pursuant to Sections 4 and 6 hereof, the termination shall only become effective to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant the Underwriter, or (c) any party hereto to any other party except that the provisions of Section 9.14(a) above, this Agreement 8 and Section 9 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Prior to the purchase of the Offered Shares by the Underwriters on the Closing Date, this Agreement may be terminated prior by the Underwriters by notice given to the Closing Company and the Selling Stockholders if at any time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by mutual written consent the Commission or by the NASDAQ, or (b) trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of all Partiessuch stock exchanges; (ii) a general banking moratorium shall have been declared by either any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the CompanyUnited States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Underwriters is material and adverse and makes it impracticable or inadvisable to proceed with the completion of the offering contemplated hereby on the one hand, terms and in the manner contemplated in the Time of Sale Prospectus or such Investor, on the other hand if the Closing fails Prospectus or to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application enforce contracts for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to sale of securities; (iv) in the Company judgment of the Underwriters there shall have been submitted to and accepted by occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor)United States; or (iiivi) the Company shall have sustained a loss by either strike, fire, flood, earthquake, accident or other calamity of such character as in the Company, on judgment of the one hand, Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or any Investor, on the other hand (and only with respect not such loss shall have been insured. Any termination pursuant to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement Section 12 shall be without liability on the part of such Investor (a) the Company or the CompanySelling Stockholders to any Underwriter, respectively, except that the Company and such breach, if curable, has not been cured the Selling Stockholders shall be obligated to reimburse the reasonable satisfaction expenses of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective Underwriters pursuant to and binding on such breaching Investor ). Section 4 or Section 7 hereof or (b) If this Agreement is terminated pursuant any Underwriter to the Company or the Selling Stockholders; provided, however, that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may be terminated prior to the Closing (i) The Representative, by mutual written consent of all Parties; (ii) by either the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment notice given to the Company and the Selling Stockholders, shall have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (a)(i) trading or quotation in any of the failure to consummate the Closing was caused Company’s securities shall have been suspended or limited by the breach Commission or by such Party the NYSE or (ii) trading in securities generally on the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the NYSE by the Commission or FINRA; (b) a general banking moratorium shall have been declared by any federal or New York authorities; (c) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative, is material representation, warranty and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or covenant in this Agreement (to enforce contracts for the avoidance sale of securities; or (d) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 13 shall be without liability on the part of (i) the Company and the Selling Stockholders to any doubtUnderwriter, in case where except that the application for Company and the consents, filings and/or registrations with respect Selling Stockholders shall be obligated to reimburse the expenses of the Underwriters to the onshore RMB Investor’s outbound investment extent provided in Sections 7 and 10 hereof, (ii) any Underwriter to the Company fails to be completed on or prior to the Long Stop DateSelling Stockholders, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right to terminate the Agreement under such occasion) (for further avoidance of any doubt, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 11 and Section 12 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.

Termination of this Agreement. (a) This Agreement may shall be terminated subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to the Closing Date (i) by mutual written consent if there shall have been, since the date of all Parties; this Agreement or since the respective dates as of which information is given in the Registration Statement and the Final Supplemented Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) by either if, since the Company, on the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party date of any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering and therefore such onshore RMB Investor shall not be granted delivery of the right to terminate the Agreement under such occasion) (for further avoidance of any doubtSecurities, the termination shall only become effective to and binding on such relevant Investor); or (iii) if, since the date of this Agreement, trading in any securities of the Company shall have been suspended by the SEC or a national securities exchange or the over-the-counter markets, or if trading generally on the NASDAQ Stock Market, the New York Stock Exchange or the over-the-counter markets shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by either of said Exchanges, the over-the-counter markets or by order of the SEC or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities or if a banking moratorium shall have been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which the Securities are denominated or payable, or if a material disruption in commercial banking or securities settlement or clearance services in such country shall have occurred, or (iv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of this Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced (other than a reaffirmation of a previous announcement) since such date that it has under a surveillance or review, with possible negative implications, its rating of any debt securities of the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investorv) by written notice if there shall have come to the other Party if there has been Representatives’ attention any facts that would cause the Representatives to reasonably believe that the Final Supplemented Prospectus, at the time it was required to be delivered to the Underwriters, included an untrue statement of a material misrepresentation fact or omitted to state a material breach fact necessary in order to make the statements therein, in the light of a covenant or agreement contained in this Agreement on the part circumstances existing at the time of such Investor or the Companydelivery, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective to and binding on such breaching Investor )misleading. (b) If this Agreement is terminated pursuant to the provisions of Section 9.14(a) above, this Agreement shall become void and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreement.

Termination of this Agreement. (a) This Agreement may be terminated prior The Representative, by notice given to the Closing (i) by mutual written consent of all Parties; (ii) by either the Company, on shall have the one hand, or such Investor, on the other hand if the Closing fails to occur on or prior to September 30, 2022, (the “Long Stop Date”) (however, with respect to the onshore RMB Investor, the Long Stop Date would be automatically extended to October 31, 2022 if the application for the consents, filings and/or registration with respect to such onshore RMB Investor’s outbound investment to the Company have been submitted to and accepted by the Governmental Authority prior to September 30, 2022), provided that neither the Company nor such Investor shall be permitted right to terminate this Agreement if the failure to consummate the Closing was caused by the breach by such Party of at any material representation, warranty or covenant in this Agreement (for the avoidance of any doubt, in case where the application for the consents, filings and/or registrations with respect to the onshore RMB Investor’s outbound investment to the Company fails to be completed on or time prior to the Long Stop Date, such onshore RMB Investor shall be regarded as failed to fulfil the obligation under this Agreement, and therefore such onshore RMB Investor shall not be granted the right First Closing Date or to terminate the Agreement under obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (a)(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or the NASDAQ or (ii) trading in securities generally on the NASDAQ shall have been suspended or limited, or minimum or maximum prices shall have been generally established on the NASDAQ by the Commission or FINRA; (b) a general banking moratorium shall have been declared by any federal or New York authorities; (c) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative, is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (d) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such occasioncharacter as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters to the extent provided in Section 5 and Section 8 hereof, (for further avoidance of ii) any doubtUnderwriter to the Company, the termination shall only become effective to and binding on such relevant Investor); or (iii) by either the Company, on the one hand, or any Investor, on the other hand (and only with respect to such Investor) by written notice to the other Party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of such Investor or the Company, respectively, and such breach, if curable, has not been cured to the reasonable satisfaction of the other Party within ten (10) Business Days of such notice (for the avoidance of any doubt, the termination shall only become effective party hereto to and binding on such breaching Investor ). (b) If this Agreement is terminated pursuant to any other party except that the provisions of Section 9.14(a) above, this Agreement 9 and Section 10 shall become void at all times be effective and have no further effect with respect to the terminating Parties; provided, that no Party shall be relieved of any liability of any nature for a breach of this Agreement or for any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach or misrepresentation. (c) Termination shall not affect the then accrued rights and obligations of the Parties (including the right to damages for the breach, if any, giving rise to the termination and any other pre-termination breach by any of the Parties). (d) Notwithstanding any provision to the contrary, the provisions of Section 1 (Definitions), Section 7.2.1 (Indemnity), Section 9.2 (Notices), Section 9.5 (Expenses), Section 9.9 (Confidentiality), Section 9.11 (Press Release), Section 9.12 (Governing Law), Section 9.13 (Dispute Resolution) and this Section 9.14 (Termination of This Agreement) shall survive any expiration or termination of this Agreementsuch termination.