This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assignable (whether voluntarily or involuntarily, directly or indirectly or by operation of law) by any party without (i) in the case of a proposed assignment by an Investor, the written consent of the Company and (ii) in the case of a proposed assignment by the Company, the written consent of the Investors; provided , that no party shall unreasonably withhold its consent to a proposed transfer by another party. Any such purported assignment without such consent shall be void.