This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the sale or merger of the Company; (b) the Management Shareholders beneficially owning in the aggregate fewer than twenty-five percent (25%) of the Shares owned as of the Effective Date; (b) termination of this Agreement in accordance with Section 4.6 ; or (c) the fifth (5 th ) anniversary of this Agreement.