This Agreement shall become effective immediately prior to the Closing of the Transaction, contingent upon the completion of the Transaction. If the Transaction is not consummated, the Options will not be canceled, will remain in full force and effect pursuant to their terms (including vesting requirements without any acceleration), and will not be affected or modified in any respect. In the event that the Asset Purchase Agreement is terminated prior to the Closing for any reason, this Agreement will terminate and be of no further force or effect and Optionholder’s rights under the Options will remain subject to all of the provisions of the plan under which the Options were issued and the applicable option agreements between the Company and the Optionholder.