This Agreement and the rights and obligations described herein will terminate and be of no further force or effect upon the earliest to occur of: (a) such date upon which Investor holds less than 5% of the Company's issued and outstanding Common Stock, calculated on a non-diluted basis; (b) the consummation of a sale of the Company's securities pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended, in connection with an offering of its securities to the general public; or (c) the consummation of a merger or consolidation of the Company that is effected for independent business reasons unrelated to extinguishing such rights and that results in fifty percent or more of the Company being owned by shareholders other than those listed on Schedule B as of the date of this Agreement.