Pursuant to Section 9.1 of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant to (collectively, the " Transaction Documents "), are hereby terminated effective immediately as of the date hereof (the " Termination Time ") and, notwithstanding anything to the contrary in the Transaction Documents, including Section 9.5(e) of the Merger Agreement (provided that Section 7.10(c) of the Merger Agreement shall remain in full force and effect in accordance with its terms), the Transaction Documents are terminated in their entirety and shall be of no further force or effect whatsoever (the " Termination ").