This Agreement and each Proxy, and all rights and obligations of the parties hereunder and thereunder, shall terminate and shall have no further force or effect upon the earlier of (i) the date on which both the Settlement Agreement and the Securities Purchase Agreement are terminated, (ii) the day after the Expiration Date and (iii) the date on which the Company ceases to be a publicly-traded company or a reporting company subject to Section 13 or Section 15(d) of the Exchange Act. Notwithstanding the foregoing, nothing set forth in this Section 7 or elsewhere in this Agreement shall relieve any party hereto from liability, or otherwise limit the liability of any party hereto, for any material breach of this Agreement prior to such termination. This Section 7 and Sections 1, 5, 6 and 8 (as applicable) shall survive any termination of this Agreement.