This Agreement shall terminate automatically without any further action of the parties on the first to occur of (a) the termination of the SPA in accordance with its terms and (b) the Closing or, if earlier, on the mutual written consent of the parties hereto. In addition to the foregoing, Stockholder shall have the right to terminate this Agreement if the terms and conditions described in the SPA or in any of the exhibits attached thereto are modified in any manner the result of which requires the Company to seek stockholder approval for such modification. Notwithstanding the foregoing, (i) nothing herein shall relieve any party from liability for breach of this Agreement before termination in accordance with Section 4 and (ii) the provisions of this Section 4 and Section 5 of this Agreement shall survive any termination of this Agreement.