This Agreement shall be effective upon the closing (such date, the “ Effective Date ”) of the SPA.  The term of this Agreement shall begin on the Effective Date and shall terminate on the earlier of the second anniversary of the Effective Date or the termination of Employee’s employment with the Company (the “Initial Term”); provided, however, notwithstanding anything in this Agreement to the contrary, Sections 7 through 20 shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, in the event that the SPA is terminated prior to closing, this Agreement shall be null and void.  This Agreement shall be renewed on the same terms and conditions contained herein for a term of one (1) year from the date of expiration of the Initial Term and each one-year period thereafter (each such one-year period, if any, the “Renewal Term”). If either the Company or Employee do not wish to renew this Agreement when it expires at the end of the Initial Term or any Renewal Term or if either the Company or Employee wish to renew this Agreement on different terms than those contained herein, such party shall give written notice of such intent to the other party at least thirty (30) days prior to the expiration date.  Reference herein to the “term” of this Agreement shall refer both to the Initial Term and any Renewal Term as the context requires.  The Company and Employee agree that the designation of a term herein does not confer any rights with respect to continuation of employment by the Company for the duration of the term or any other specified period, nor interfere with the right of the Company or Employee to terminate this Agreement at any time as set forth in Section 3 below.