This Agreement shall automatically terminate without further action upon the earliest to occur (the “ Expiration Date ”) of ( i ) the Effective Time, ( ii ) the termination of the Merger Agreement in accordance with its terms, ( iii ) the written agreement of the Stockholders and Parent to terminate this Agreement, ( iv ) the occurrence of a Company Change of Recommendation and ( v ) any amendment, modification, waiver or other change to any provision of the Merger Agreement, as in effect on the date hereof, that reduces the amount or changes the form of consideration payable to any Stockholder. At any time, Parent and any Stockholder may mutually agree in writing to terminate this Agreement with respect to such Stockholder and, if so agreed, such Stockholder shall have no further obligations under this Agreement.