The term of this letter agreement shall continue in full force and effect from the date hereof through the fifth (5 th ) year anniversary of the Effective Time, unless earlier terminated on the earliest of the following dates: (a) the date as of which the parties hereto terminate this letter agreement by written agreement; (b) the date as of which the last of the rights and obligations provided by Section 1-4 have expired and are in no further effect; (c) any material violation of the terms of the Confidential Agreement which (i) remains uncured within five business days after receipt of notice thereof, or (ii) if such violation is not subject to cure, directly causes material harm to the Purchaser in the Board’s reasonable discretion; or (d) the closing of a transaction or series of related transactions deemed to be a liquidation, dissolution. winding up, merger or consolidation of the Purchaser (collectively, the “ Expiration Date ”).