The term of this Agreement shall commence on the Effective Date and shall continue until the first to occur of (a) the closing of the transactions contemplated by the Merger Agreement (the “ Closing ”), (b) the date of Holder’s Qualifying Termination (as defined below), provided such Qualifying Termination occurs prior to the Merger Termination Date (as defined below), or (c) the lapse of the Transfer Restrictions set forth herein with respect to all shares of the Company’s common stock (the “ Shares ”) issued to Holder upon the accelerated vesting of the Unvested Equity Awards. Following the expiration of the term of this Agreement, the Transfer Restrictions, if any, set forth herein shall lapse and no longer apply.