Common use of Successors and Assigns Clause in Contracts

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Purchaser may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer Purchaser or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the The Company nor the Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherBuyer. Notwithstanding the foregoing, subject to Section 2(f), the The Buyer may assign its rights hereunder to any person that purchases Securities “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the The Company nor the Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherBuyer. Notwithstanding the foregoing, subject to Section 2(f), the The Buyer may assign its rights hereunder to any person that purchases Securities “accredited investor” (as defined in Rule 501(a) of the 1000 Xxx) in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the The Company nor the Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherBuyer. Notwithstanding the foregoing, subject to Section 2(f), the The Buyer may assign its rights hereunder to any person that purchases Securities “accredited investor” (as defined in Rule 501(a) of the 0000 Xxx) in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person who is an "Accredited Investor" that purchases Securities in a private transaction from the a Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the a Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the such Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the The Company nor the Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior signed written consent of the otherBuyer (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Buyer). Notwithstanding the foregoing, subject to Section 2(f), the The Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f2(e), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Exchange Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company Seller nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Purchaser may assign its rights hereunder to any person that purchases Securities the same in a private transaction from the Buyer Purchaser or to any of its “affiliatesAffiliates,” as that term is defined under the 1934 Act, without the consent of the CompanySeller.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 2(f)6.1 hereof, any Investor may, without the Buyer may consent of the Company, assign its rights hereunder to any person that purchases Securities Shares in a private transaction from the Buyer an Investor or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 1933 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f3(e), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Exchange Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f)the provisions hereof, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding ---------------------- upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the The Company nor the Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherBuyer. Notwithstanding the foregoing, subject to Section 2(f)the provisions hereof, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f)the limitations of this Agreement, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Investor may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer Investor or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Purchaser may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer Purchaser or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities Notes in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 2(f)6.1 hereof, any Investor may, without the Buyer may consent of the Company, assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer an Investor or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the The Company nor the Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherBuyer. Notwithstanding the foregoing, subject to Section 2(f), the The Buyer may assign its rights hereunder to any person that purchases Securities “accredited investor” (as defined in Rule 501(a) of the 1000 Xxx) in a private transaction from the Buyer or to any of its “affiliates,” ”, as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and ---------------------- inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, foregoing and subject to Section 2(f2(e), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates"Affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 ActSecurities Exchange Act of 1934, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their successors and assigns. Neither the Company Seller nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither Except as provided herein or therein, neither the Company nor the any Buyer shall assign this Agreement, the Registration Rights Agreement or the Warrants or any rights or obligations hereunder or thereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “affiliates"Affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall may not be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder assigned by a party hereto without the prior written consent of the other. Notwithstanding Company or the foregoingPurchasers, subject to Section 2(f)as applicable, the Buyer provided, however, that a Purchaser may assign its rights and delegate its duties hereunder in whole or in part to any person that purchases an Affiliate or to a third party acquiring some or all of its Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, complying with applicable securities laws without the prior written consent of the CompanyCompany or the other Purchasers. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the The Company nor the Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherBuyer. Notwithstanding the foregoing, subject to Section 2(f), the The Buyer may assign its rights hereunder to any person that purchases Securities "accredited investor" (as defined in Rule 501(a) of the 0000 Xxx) in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 2(f)6.1 and 6.3 hereof, any Investor may, without the Buyer may consent of the Company, assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer an Investor or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the CPPT nor Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective parties hereto, the successors and permitted assigns of each Purchaser and the successors of the Company, whether so expressed or not. None of the parties and their successors and assigns. Neither the Company nor the Buyer shall hereto may assign this Agreement or any its rights or obligations hereunder under Section 2 hereof without the prior written consent of the other. Notwithstanding the foregoingCompany, subject to Section 2(f), the Buyer may assign its rights hereunder to any person except that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Acteach Purchaser may, without the prior consent of the Company, assign its rights to purchase the shares of Series B Preferred Stock hereunder to any Affiliate.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Purchaser may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer Purchaser or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the such Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be ---------------------- binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their successors and assigns. Neither the Company Company, the Sellers nor the Buyer Purchasers shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherother Parties. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Purchasers may assign its their respective rights hereunder to any person that purchases Securities in a private transaction from the Buyer either Purchaser or to any of its their “affiliates,” as that term is defined under the 1934 ActSecurities Exchange Act of 1934, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company Seller nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(fII(F), the Buyer Purchaser may assign its rights hereunder to any person that purchases Securities the same in a private transaction from the Buyer Purchaser or to any of its “affiliatesAffiliates,” as that term is defined under the 1934 Act, without the consent of the CompanySeller.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Purchaser may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer a Purchaser or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without with the prior written consent of the Company, which consent shall not be unreasonably withheld.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without with the prior written consent of the Company; which consent shall not be unreasonably withheld.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f4(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of upon written notice to the Company, with such written notice including the name and contact information for such assignee.

Successors and Assigns. This All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective parties hereto, the successors and permitted assigns of each Purchaser and the successors of the Company, whether so expressed or not. None of the parties and their successors and assigns. Neither the Company nor the Buyer shall hereto may assign this Agreement or any its rights or obligations hereunder under Section 2 hereof without the prior written consent of the other. Notwithstanding the foregoingCompany, subject to Section 2(f), the Buyer may assign its rights hereunder to any person except that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Acteach Purchaser may, without the prior consent of the Company, assign its rights to purchase the shares of Series C Preferred Stock and Warrants hereunder to any Affiliate.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer fromBuyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Investor may assign its rights hereunder to any person that purchases Securities Common Shares in a private transaction from the Buyer Investor or to any of its “"affiliates,” " as that term is defined under the 1934 Exchange Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherother (which consent may be withheld for any reason in the sole discretion of the party from whom consent is sought). Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Investor may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer Investor or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Exchange Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” affiliates as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer No party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer each Debtholder may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer such Debtholder or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Investor may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer a Investor or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person who is an “Accredited Investor” that purchases Securities in a private transaction from the a Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the CompanyCompany with Buyer's Opinion of Counsel.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “'affiliates,” ' as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f2(e), the Buyer Investor may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer Investor or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Buyers shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Buyers may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer Buyers or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer any Investor shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, but subject to the provisions of Section 2(f)6.1 hereof, any Investor may, without the Buyer may consent of the Company, assign some or all of its rights hereunder to any person that purchases Securities in a private transaction from the Buyer an Investor or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 ActSecurities Exchange Act of 1934, as amended, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “affiliates"AFFILIATES,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that who purchases the Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer any Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer each Purchaser may assign its rights and obligations hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Securities Act, without the consent of the CompanyCompany so long as such affiliate is an accredited investor (within the meaning of Regulation D under the Securities Act) and agrees in writing to be bound by this Agreement.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 1933 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and ---------------------- inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer successors, but shall assign this Agreement or any rights or obligations hereunder not be assignable by Purchaser without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Company; provided that Purchaser may assign its rights hereunder and in the Registration Rights Agreement relating to any person that purchases Securities in a private transaction from the Buyer Shares to one or more affiliates of Purchaser or to one or more charitable foundations in circumstances where such assignees assume all obligations of Purchaser thereunder and any such assignment does not violate the Securities Act of its “affiliates,” as 1933, and provided further that term is defined under the 1934 Act, without the consent Purchaser may sell or assign any or all of the CompanyShares in accordance with this Agreement and such Registration Rights Agreement.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. .Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. .Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherother parties. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Purchaser may assign its his rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to (i) any of its “"affiliates,” " as that term is defined under the 1934 ActExchange Act and (ii) any person that purchases Series A Preferred Stock in a private transaction from Purchaser, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties Parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f2(e), the Buyer may assign assign, following written notice to the Company, its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “affiliates"Affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Buyers shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the each Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the each Buyer or to any of its “affiliates,” as that term is defined under the 1934 ActExchange Act of 1934, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company Seller nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Purchaser may assign its rights hereunder to any person that purchases Securities the same in a private transaction from the Buyer Purchaser or to any of its “affiliates"Affiliates,” as that term is defined under the 1934 Act, " without the consent of the CompanySeller.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities securities in a private transaction from the Buyer or to any of its “affiliates,” (as that term is defined under the 1934 ActSecurities Act of 1934, as amended), without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.. h.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Buyers shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f)) of the Purchase Agreement, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be ---------------------- binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherother parties. Notwithstanding the foregoing, subject to Section 2(f), the Buyer Purchaser may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to (i) any of its “"affiliates,” " as that term is defined under the 1934 ActExchange Act and (ii) any person that purchases Series A Preferred Stock in a private transaction from Purchaser, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the CompanyCompany with Buyer’s Opinion of Counsel.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to (i) any of its "affiliates," as that term is defined under the 1934 Act and (ii) after the Maximum Share Amount (as defined in the Certificate of Designation) has been issued, any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Acta Buyer, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Exchange Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.. MT Company Initials 11

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the The Company nor the Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the othereach Buyer. Notwithstanding the foregoing, subject to Section 2(f)the provisions hereof, the a Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f)compliance with applicable securities laws, the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the a Buyer or to any of its “affiliates"Affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer Purchaser shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f)) and any applicable law, the Buyer Purchaser may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer Purchaser or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 ActSecurities Exchange Act of 1934, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer No party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f)the terms of this Agreement, the Buyer each Debtholder may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer such Debtholder or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction 23 from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the any Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the any Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “"affiliates,” " as that term is defined under the 1934 Act, without the consent of the Company.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the The Company nor the Buyer shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the otherBuyer. Notwithstanding the foregoing, subject to Section 2(f), the The Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the Securities and Exchange Act of 1934 (the “1934 Act”), without the consent of the Company.

Successors and Assigns. This The terms and conditions of this Agreement shall be binding upon and inure to the benefit of and be binding upon the parties and their respective successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent assigns of the other. Notwithstanding parties; provided, however, that the foregoing, subject rights of a Purchaser to Section 2(f), the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, purchase Shares shall not be assignable without the consent of the Company. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.