This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.  This Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned or delegated by such Holder in conjunction with and to the extent of any transfer of Registrable Securities by any such Holder to a Permitted Transferee.  This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in this Section 7(b).  For the avoidance of doubt, this Agreement is intended to confer all rights and benefits relating to a Demand Registration initiated by a Permitted Group to members of such Permitted Group and any beneficial holder who participates in such Demand Registration, provided that such Permitted Group member or beneficial holder executes and delivers to the Company an instrument, in form and substance reasonably satisfactory to the Company, to evidence its agreement to be bound by, and to comply with, all of the obligations of a Holder hereunder.