This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party hereto without the prior written consent of the other party; provided, however, that nothing in this Section 11.04 shall prohibit PIVOT from assigning, selling or otherwise disposing of the Exchange Shares without CHATURVEDI’s consent.