This Note shall not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by the Company to any third party without the prior written consent of the Holder; provided, however, that the Company may assign or otherwise transfer all or any part of this Note without the consent of the Holder to an entity that acquires all or substantially all of the business or assets of the Company, whether by merger, acquisition or otherwise. Any assignment of this Note in contravention of this Section 17 shall be null and void.