The term of this Agreement (the “ Term ”) shall begin on the date hereof and shall terminate upon the earliest to occur of (i) the mutual consent of the Parties set forth in a written instrument signed by each of the Parties, (ii) the Effective Time (as defined in the Porsche Merger Agreement), (iii) the termination of the Investment Agreement and the Porsche Merger Agreement in accordance with their respective terms, (iv) the occurrence of a Company Adverse Recommendation Change made by the Company Board in compliance with the terms of the Investment Agreement and (v) the effectiveness of any amendment, modification or supplement to the Investment Agreement, in each case, where such amendment, modification, supplement would change the conversion of each share of Company Common Stock into the right to receive one validly issued, fully paid and nonassessable share of Parent Common Stock; provided , however , that (x) this Section 3 and Section 5 shall survive the termination of this Agreement and (y) the termination of this Agreement shall not relieve Stockholder from liability for its willful and material breach of any terms of this Agreement.