This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties hereto and their respective successors and permitted assigns. The Company shall not assign this Agreement, nor any right or obligation hereunder, without the prior written consent of Purchaser.  Purchaser shall not assign this Agreement, nor any right, benefit, remedy or obligation hereunder, without the prior written consent of the Company, except that Purchaser shall be permitted, without the consent of Company, to assign its rights and obligations hereunder to any Person to which Purchaser sells or otherwise transfers 2,223,013 or more Registrable Securities (each, a “ Permitted Transferee ”); provided , that a Permitted Transferee shall execute and deliver to the Company a counterpart to this Agreement in the form attached hereto as Exhibit A.   Upon execution and delivery of such counterpart, the Permitted Transferee shall have the same rights and benefits of, and shall be subject to the same restrictions contained in, this Agreement as those applicable to Purchaser at the time of such execution and delivery.  If Purchaser continues to own Registrable Securities following a Permitted Transferee becoming a party to this Agreement, then Purchaser and such Permitted Transferee shall have no greater rights collectively than Purchaser has individually pursuant to this Agreement.