This Agreement shall terminate upon the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the time this Agreement is terminated upon the mutual written agreement of the Company and the Stockholder and (iv) the time of any modification, waiver or amendment to any provision of the Merger Agreement that increases the amount, changes the form or otherwise changes in a manner adverse to the Stockholder the form or amount of consideration payable to the stockholders of the Company pursuant to the Merger Agreement as in effect on the date hereof (any such date under clause (i), (ii), (iii) and (iv) being referred to herein as the “ Termination Date ”); provided , that the provisions set forth in Sections 10 to 21 shall survive the termination of this Agreement; provided further , that termination of this Agreement shall not relieve any party hereto from any liability for any Willful Breach of, or actual fraud in connection with, this Agreement prior to such termination.