This Agreement shall terminate with respect to a Shareholder at the earlier of (i) the date on which such Shareholder ceases to own (or deemed to own as provided in this Agreement) Registrable Securities and (ii) the date on which such Shareholder ceases to own (or is deemed to own as provided in this Agreement) at least one percent (1%) of the outstanding Common Stock at such time of written notice of such Shareholder’s termination of this Agreement with respect to such Shareholder; provided , that the provisions of Sections 7 and 8 with respect to such Shareholder shall survive any such termination; and, provided, further, that for the avoidance of doubt, any underwriter lock-up that a Shareholder has executed prior to a Shareholder’s termination in accordance with this clause shall remain in effect in accordance with its terms.