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1.7 Termination. This Agreement, and all rights and obligations of
the parties hereunder, shall terminate upon the first to occur of (i) the Effective Time, (ii) the date on which the Merger Agreement is terminated in accordance with its terms, (iii) the entry without the prior written consent of
Stockholder into any amendment or modification to the Merger Agreement or any waiver of any of Parents obligations under the Merger Agreement, in each case, that results in (A) a decrease in the Offer Price or Merger Consideration, or
(B) a change in the form of Offer Price or Merger Consideration, or (iv) the mutual written agreement of the parties to terminate this Agreement. In the event of termination of this Agreement pursuant to this Section 1.7, this
Agreement will become null and void and of no effect with no liability on the part of any party hereto; provided, however, that no such termination will relieve any party hereto from any liability for any willful, knowing and material breach
of this Agreement occurring prior to such termination.
1.8 Stockholder Capacity. Notwithstanding anything
to the contrary in this Agreement, the parties acknowledge that (i) the Stockholder is entering into this Agreement solely in the Stockholders capacity as a record and/or beneficial owner of the Company Common Stock and not in such
Stockholders capacity as a director, officer or employee of the Company (as applicable) or in the Stockholders capacity as a trustee or fiduciary of any Company Employee Plans and (ii) nothing in this Agreement is intended to limit
or restrict the Stockholder from taking any action or inaction or voting in the Stockholders sole discretion on any matter in his or her capacity as a director of the Company or in the Stockholders capacity as a trustee or fiduciary of
any Company Employee Plans (if applicable), including, for the avoidance of doubt, taking any action permitted by Sections 7.3 and 7.4 of the Merger Agreement, and none of such actions in such capacity shall be deemed to constitute a breach of this
Agreement.
1.9 Parent. Nothing herein shall be construed to limit or affect any action or inaction by
(i) Parent or Merger Sub in accordance with the terms of the Merger Agreement or (ii) any Affiliate, officer, director or direct or indirect equity holder of Parent or Merger Sub acting in his or her capacity as a director or officer of
Parent or Merger Sub; provided, however, that this Section 1.11 shall not relieve any such Person from any liability or obligation that he, she or it may have independently of this Agreement or as a consequence of any
action or inaction by such Person.
1.10 No Ownership Interest. Nothing contained in this Agreement shall be
deemed to vest in Parent, or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the
Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in
the disposition or voting of any of the Shares, except as otherwise provided herein.
1.11 General
Provisions.
(a) Except as otherwise set forth in the Merger Agreement, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense, whether or not the transactions contemplated hereby are consummated.
(b) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver
is in a writing that refers to this Agreement and signed, in the case of an amendment, by each of the parties hereto, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.
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