Consent to Terminate the Merger Agreement.

Buyer’s Consent. Pursuant to Section 9.1(a) of the Merger Agreement, Buyer hereby consents (i) to the termination of the Merger Agreement and any and all of the Contemplated Transactions, and (ii) agrees that the Company shall have no obligation arising, directly or indirectly, from the Merger Agreement or the Contemplated Transactions except as specified in this Termination Agreement or Section 9.3(a) of the Merger Agreement.

Company’s Consent. Pursuant to Section 9.1(a) of the Merger Agreement, the Company hereby (i) consents to the termination of the Merger Agreement and any and all of the Contemplated Transactions, and (ii) agrees that Buyer shall have no obligation arising, directly or indirectly, from the Merger Agreement or the Contemplated Transactions except as specified in this Termination Agreement or Section 9.3(a) of the Merger Agreement.

Releases.

Buyer’s Release of the Company. Upon the Effective Date of this Termination Agreement, and for good and sufficient consideration, the receipt and adequacy of which is hereby acknowledged, Buyer, on behalf of itself and its respective present or former assignees, affiliates, administrators, executors, predecessors, successors, subsidiaries, corporate parents, related companies or entities, members, partners, and present and/or former officers, directors, shareholders, employees, members, managers, agents, representatives, attorneys, heirs, assigns, accountants, auditors, experts, consultants, and/or insurers (collectively, the “Buyer Releasors”), forever and fully discharge and release the Company and its respective present or former assignees, affiliates, administrators, executors, predecessors, successors, subsidiaries, corporate parents, related companies or entities, members, partners, and present and/or former officers, directors, shareholders, employees, members, managers, agents, representatives, attorneys, heirs, assigns, accountants, auditors, experts, consultants, and/or insurers (collectively, the “Company Releasees”), from any and all actions, causes of action, suits, lawsuits, debts, dues, fees, Expenses, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims or demands, and all other proceedings whatsoever, whether in law or in equity, known or unknown, foreseen or unforeseen, that arise out of, or are related or connected in any way to, or are based upon facts, matters or occurrences, representations or omissions related in any way to, or any other correspondence or documentation in connection with, the Merger Agreement, the Merger, the Contemplated Transactions, or otherwise, and which any of the Buyer Releasors ever had, now has, or hereafter can, shall, or may have against the Company Releasees from the beginning of the world to the Effective Date of this Termination Agreement; provided, however, that the Buyer Releasors do not release, and expressly preserve, any and all claims that may arise against the Company Releasees relating to or involving a breach of this Termination Agreement.

The Company’s Release of Buyer. Upon the Effective Date of this Termination Agreement, and for good and sufficient consideration, the receipt and adequacy of which is hereby acknowledged, the Company, on behalf of itself and its respective present or former assignees, affiliates, administrators, executors, predecessors, successors, subsidiaries, corporate parents, related companies or entities, members, partners, and present and/or former officers, directors, shareholders, employees, members, managers, agents, representatives, attorneys, heirs, assigns, accountants, auditors, experts, consultants, and/or insurers (collectively, the “Company Releasors”), forever and fully discharge and release Buyer and any of its respective present or former assignees, affiliates, administrators, executors, predecessors, successors, subsidiaries, corporate parents, related companies or entities, members, partners, and present and/or former officers, directors, shareholders, employees, members, managers, agents, representatives, attorneys, heirs, assigns, accountants, auditors, experts, consultants, and/or insurers (collectively, the “Buyer Releasees”), from any and all actions, causes of action, suits, lawsuits, debts, dues, fees, Expenses, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, claims or demands, and all other proceedings whatsoever, whether in law or in equity, known or unknown, foreseen or unforeseen, that arise out of, or are related or connected in any way to, or are based upon facts, matters or occurrences, representations or omissions related in any way to, or any other correspondence or documentation in connection with, the Merger Agreement, the Merger, the Contemplated Transactions, or otherwise, and which any of the Company Releasors ever had, now has, or hereafter can, shall, or may have against the Buyer Releasees from the beginning of the world to the Effective Date of this Termination Agreement; provided, however, that the Company Releasors do not release, and expressly preserve, any and all claims that may arise against the Buyer Releasees relating to or involving a breach of this Termination Agreement.

Costs Associated with the Merger Agreement.

Representations and Warranties.

Each of the Parties represents and warrants that: (i) it has been represented by independent legal counsel of its own choice throughout all of the negotiations that preceded the execution of this Termination Agreement; (ii) each Party has read this Termination Agreement and knows and understands its contents; and (iii) this Termination Agreement has been voluntarily and freely entered into by each Party.

Each of the Parties represents and warrants that it is the owner of all rights and claims being discharged or released herein and that no portions of those rights have been assigned or transferred to any other person or entity. Each of the Parties hereto further represents and warrants that it is not subject to any statutory or contractual obligation that may make unlawful the execution of this Termination Agreement.

Notices.

Applicable Law; Exclusive Jurisdiction.

Each of the Parties agrees that this Termination Agreement and any disputes arising out of or related in any way to this Termination Agreement (whether in contract or in tort or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without reference to choice of law principles.

Each of the Parties (a) agrees that any dispute arising out of, or related in any way to, this Termination Agreement must be brought solely and exclusively in the Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the United States District Court for the District of Delaware or, to the extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware; (b) waives any objection to laying venue in any such action or proceeding in such courts; (c) waives any objection that such courts are an inconvenient forum or do not have jurisdiction over any Party; (d) agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 5 of this Agreement; and (e) to the extent permitted by applicable Law, irrevocably and unconditionally waives the right to trial by jury.

Non-disparagement.

Mutual Press Release.

Heirs and Successors Bound; No Third-Party Beneficiaries.

Entire Agreement.

Enforceability.

Severability.

Waiver and Amendment.

Construction.

Execution of Agreement and Counterparts.

Each of the Parties agrees that this Termination Agreement may be signed in one or more counterparts and that it shall be fully executed when signed by all Parties whether the signatures of all Parties appear on the original or one or more copies of this Termination Agreement.

Each of the Parties further agrees that an original signature of each Party to this Termination Agreement is not necessary to enforce this Termination Agreement. Signatures transmitted via facsimile or PDF shall have the same force and effect as the originals.

Section 1542 of the California Civil Code.