Notwithstanding any other provision of this Agreement, this Agreement shall automatically terminate on the earlier of: (a)  the date of termination of the Merger Agreement in accordance with its terms; (b) the date, if any, on which the Company publicly discloses that the board of directors of the Company (the “ Company Board ”) has withdrawn, qualified or adversely modified its recommendation to the stockholders of the Company that the Company’s stockholders vote in favor of the approval or adoption of the Merger Agreement, in each case because the Company Board has determined in good faith, after consultation with outside counsel, that the taking of such action is reasonably necessary for it to comply with its fiduciary duties under applicable law; (c) the completion of the Merger; or (d) the second anniversary of the date hereof.