This Agreement shall terminate on the date that is 15 days prior to the expiration of the Company’s advance notice period for the nomination of directors at the 2017 Annual Meeting, which dates shall only be deemed to refer to the notice periods as established by the Bylaws and shall not, in any event, be deemed to refer to the date for submission of stockholder proposals as established by Rule 14a-8 of the Exchange Act; provided , however , that if the 2017 Annual Meeting is not held prior to the first anniversary of the 2016 Annual Meeting (the “ Outside Date ”), then this Agreement shall terminate on the earlier of (i) April 25, 2017 or (ii) the date that, but for the Company’s failure to hold the 2017 Annual Meeting by the Outside Date, would have been 15 days prior to the expiration of the Company’s advance notice period for nomination of directors pursuant to the Company’s Bylaws with respect to the 2017 Annual Meeting had the 2017 Annual Meeting occurred on the Outside Date.