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 effectiveness of any amendment to the Merger Agreement that is not expressly contemplated by the stockholder written consent delivered by the Stockholder to Parent concurrently with the execution of the Merger Agreement, and ( iv ) the written agreement of the Stockholder, Parent and the Company to terminate this Agreement.