This Agreement shall terminate and shall have no further force or effect from and after the earliest to occur of (i) the date upon which the stockholders of the Company, in any annual, special or adjourned meeting of the stockholders of the Company, or by written consent in lieu of any such meeting, approve the matters contemplated by the Vote, or (ii) the termination of the Purchase Agreements in accordance with their respective terms (such earlier date, the “ Termination Date ”), and thereafter there shall be no liability or obligation on the part of each Holders under this Section 1 , provided , that no such termination shall relieve any party from liability for any willful or intentional breach of this Section 1 prior to such termination.