This Agreement shall automatically terminate, and none of Purchaser or the Stockholders shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect, upon the earliest to occur of (a) as to each Stockholder, the mutual written consent of Purchaser and such Stockholder, (b) the date upon which the entire amount of Consideration has been paid pursuant to the Share Exchange Agreement (upon satisfaction of the conditions to payment of each portion of the Consideration thereunder), and (c) the date upon which Purchaser Shareholder Approval has been received or is no longer needed by Purchaser to issue the Consideration. The termination of this Agreement shall not prevent any Party hereunder from seeking any remedies (at law or in equity) against another Party hereto or relieve such Party from liability for such Party’s breach of any terms of this Agreement prior to such termination.