Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of Purchaser, the Company or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of Purchaser, the Company and Holder, (ii) the Closing Date (following the performance of the obligations of the parties hereunder required to be performed on the Closing Date), (iii) the date of termination of the Merger Agreement in accordance with its terms, (iv) July 20, 2017 and (v) any Other Voting Agreement is terminated without the consent of Holder (such consent not to be unreasonably withheld, delayed or conditioned). The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s breach of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of Section 5(a) shall survive the termination of this Agreement.