Assignability; Third-Party Beneficiary. This Agreement will be binding upon, enforceable by and inure solely to the benefit of, the parties and their respective permitted successors and assigns. Except as otherwise expressly provided in this Agreement, this Agreement shall not be assigned by any party hereto without the prior written consent of the non- assigning parties. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended to or will confer upon any person, other than the parties to this Agreement and their respective heirs, successors and assigns, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with, transferring all or substantially all of its equity or assets to, or otherwise assigning this Agreement by operation of law to another person or entity without the consent of Employee; provided that, in each case, such other person or entity shall assume this Agreement and all obligations of the Company hereunder. Upon such consolidation, merger, transfer of equity or assets, or assignment by operation of law, and such assumption, the term the “Company” as used herein, shall mean such other person or entity and this Agreement shall continue in full force and effect.

Assignability; Third-Party Beneficiary. This Agreement will be binding upon, enforceable by and inure solely to the benefit of, the parties and theirhis respective permitted successors and assigns. Except as otherwise expressly provided in this Agreement, this Agreement shall not be assigned by any party hereto without the prior written consent of the non- assigning parties. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended to or will confer upon any person, other than the parties to this Agreement and theirhis respective heirs, successors and assigns, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with, transferring all or substantially all of its equity or assets to, or otherwise assigning this Agreement by operation of law to another person or entity without the consent of Employee; provided that, in each case, such other person or entity shall assume this Agreement and all obligations of the Company hereunder. Upon such consolidation, merger, transfer of equity or assets, or assignment by operation of law, and such assumption, the term the “Company” as used herein, shall mean such other person or entity and this Agreement shall continue in full force and effect.

Assignability; Third-Successors and Assigns; Third Party Beneficiary.Beneficiaries. This Agreement willshall be binding upon, enforceable byupon and inure solely to the benefit of,of the parties and their respective permitted successors and assigns. Except as otherwise expressly provided in this Agreement,assigns of the Company, and unless clearly inapplicable, all references herein to the Company shall be deemed to include any such successor. In addition, this Agreement shall be binding upon and inure to the benefit of Employee and Employee’s heirs, executors, legal representatives and assigns; provided, however, that the obligations of Employee hereunder may not be assigned by any party heretodelegated without the prior written consentapproval of the non- assigning parties. Except as otherwise expressly provided inCompany. In the event of any consolidation or merger of the Company into or with any other corporation during the term of this Agreement, nothing in this Agreement is intended to or will confer upon any person, other than the parties to this Agreement and their respective heirs, successors and assigns, any right, benefit or remedysale of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with, transferring all or substantially all of its equity orthe assets to, or otherwise assigning this Agreement by operation of lawthe Company to another corporation, person or entity withoutduring the consentterm of Employee; provided that, in each case,this Agreement, such other person or entitysuccessor corporation shall assume this Agreement and become obligated to perform all obligations of the Company hereunder. Upon such consolidation, merger, transfer of equity or assets, or assignment by operation of law,terms and such assumption,provisions hereof applicable to the term the “Company” as used herein, shall mean such other person or entityCompany, and this AgreementEmployee's obligations hereunder shall continue in full force and effect.favor of such successor corporation.

Assignability; Third-Party Beneficiary. This Agreement will be binding upon, enforceable by and inure solely to the benefit of, the parties and their respective permitted successors and assigns. Except as otherwise expressly provided in this Agreement,The Company shall not assign this Agreement shall not be assigned byor any party heretorights or obligations hereunder without the prior written consent of Employee, and any attempted unpermitted assignment shall be null and void and without further effect; provided, however, that, upon the non- assigning parties. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended tosale or will confer upon any person, other than the parties to this Agreement and their respective heirs, successors and assigns, any right, benefit or remedytransfer of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with, transferring all or substantially all of its equitythe assets of the Company, or assets to, or otherwise assigning this Agreement by operation of law to another person or entity withoutupon the consent of Employee; provided that, in each case, such other person or entity shall assume this Agreement and all obligationsmerger of the Company hereunder. Uponinto or the combination with another corporation or other business entity, or upon the liquidation or dissolution of the Company, this Agreement will inure to the benefit of and be binding upon the person, firm or corporation purchasing such consolidation, merger, transfer of equity or assets, or assignment by operation of law, andthe corporation surviving such assumption,merger or consolidation, or the shareholder effecting such liquidation or dissolution, as the case may be. After any such transaction, the term the “Company” as used herein, shall mean such other person or entity andCompany in this Agreement shall continue in full forcerefer to the entity which conducts the business now conducted by the Company. The provisions of this Agreement shall be binding upon and effect.inure to the benefit of the estate and beneficiaries of Employee and upon and to the benefit of the permitted successors and assigns of the parties hereto.

Assignability; Third-Section # Assignment; Binding Effect; Third Party Beneficiary. ThisBeneficiaries. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party and any such assignment by a party without prior written approval of the other parties will be deemed invalid and not binding on such other parties; provided, however, that the Company may assign all (but not less than all) of its rights, obligations and interests hereunder to any direct or indirect successor to all or substantially all of the business or assets of the Company by purchase, merger, consolidation or otherwise and will cause such successor to be bound by and expressly assume the terms and provisions hereof. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, enforceable by and inure solely to the benefit of,of and are enforceable by, the parties and their respective successors, permitted successorsassigns, heirs, executors and assigns. Except as otherwise expressly provided inpersonal and legal representatives. There are no third party beneficiaries having rights under or with respect to this Agreement,Agreement. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement, to assume and agree to perform this Agreement shall not be assigned by any party hereto withoutin the prior written consent of the non- assigning parties. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended to or will confer upon any person, other than the parties to this Agreementsame manner and their respective heirs, successors and assigns, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall precludesame extent that the Company from consolidating or merging into or with, transferring all or substantially all of its equity or assets to, or otherwise assigning this Agreement by operation of lawwould be required to another person or entity without the consent of Employee;perform if no such succession had taken place. The indemnification provided that, in each case, such other person or entity shall assume this Agreement and all obligations of the Company hereunder. Upon such consolidation, merger, transfer of equity or assets, or assignment by operation of law, and such assumption, the term the “Company” as used herein, shall mean such other person or entity andunder this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in full force and effect.an indemnified capacity pertaining to any indemnifiable event hereunder even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.

Assignability;Section # Third-Party Beneficiary.Beneficiaries. This Agreement will be binding upon, enforceable by andshall inure solely to the benefit of,of and be binding upon the parties hereto and their respective permitted successors and assigns. Except as otherwise expressly provided in this Agreement, this Agreement shall not be assignedassigns (including by any party hereto without the prior written consentvirtue of the non- assigning parties. Except as otherwise expressly provided in this Agreement,a holding company merger or similar reorganization), and nothing in this Agreement is intended to or will confer uponon any person,person other than the parties to this Agreement andhereto or their respective heirs, successors and assigns, any right, benefitrights, remedies, obligations or remedy of any nature whatsoeverliabilities under or by reason of this Agreement. Notwithstanding anythingThe Investor may assign all or a portion of its rights hereunder to any of its Affiliates subject to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with, transferring all or substantially all of its equity or assets to, or otherwise assigning this Agreement by operation of law to another person or entity without theprior written consent of Employee; provided that, in each case, such other person or entity shall assume this Agreement and all obligations of the Company hereunder. Uponnot to be unreasonably withheld, conditioned or delayed; provided that no such consolidation, merger, transferassignment shall relieve the Investor of equity or assets, or assignment by operation of law, and such assumption, the term the “Company” as used herein, shall mean such other person or entity and this Agreement shall continue in full force and effect.any obligations hereunder.

Assignability;No Third-Party Beneficiary.Beneficiaries. This Agreement willshall be binding upon, enforceable byupon and shall inure solely to the benefit of,of the partiesParties and their respective permitted successors and permitted assigns. Except as otherwise expressly providedNo Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement shall not be assigned byor the transactions contemplated herein, or to pursue any party heretoclaim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the non- assigning parties. Exceptother Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect. Other than as otherwise expressly providedspecifically set forth herein, nothing in this Agreement, nothing in this Agreement is intended toexpressed or willimplied, shall confer uponon any person,person or entity other than the parties to this AgreementParties, and their respective heirs, successors and assigns, any right, benefitrights, remedies, obligations, or remedy of any nature whatsoeverliabilities under or by reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with, transferring all or substantially all of its equity or assets to, or otherwise assigning this Agreement by operation of law to another person or entity without the consent of Employee; provided that, in each case, such other person or entity shall assume this Agreement and all obligations of the Company hereunder. Upon such consolidation, merger, transfer of equity or assets, or assignment by operation of law, and such assumption, the term the “Company” as used herein, shall mean such other person or entity and this Agreement shall continue in full force and effect.

Assignability; Third-Party Beneficiary.. This Agreement willshall be binding upon, enforceable byupon and inure solely to the benefit of, theof both parties and their respective permitted successors and assigns. Except as otherwise expressly provided in this Agreement, this Agreementassigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Employee are personal and shall not be assigned by any party hereto without the prior written consent of the non- assigning parties. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended to or will confer upon any person, other than the parties to this Agreement and their respective heirs, successors and assigns, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with, transferring all or substantially all of its equity or assets to, or otherwise assigning this Agreement by operation of law to another person or entity without the consent of Employee; provided that, in each case, such other person or entity shall assume this Agreement and all obligations of the Company hereunder. Upon such consolidation, merger, transfer of equity or assets, or assignment by operation of law, and such assumption, the term the “Company” as used herein, shall mean such other person or entity and this Agreement shall continue in full force and effect.him.

Assignability; Third-Party Beneficiary.Section # Assignability. Employee shall not assign, pledge or encumber any interest in this Agreement or any part thereof without the express written consent of Employer, this Agreement being personal to Employee. This Agreement will be binding upon, enforceable by andshall, however, inure solely to the benefit of, the partiesof Employee's estate, dependents, beneficiaries and their respective permitted successors and assigns. Except as otherwise expressly provided in this Agreement, thislegal representatives. This Agreement shall not be assignedassignable by any party heretoEmployer without the prior written consent of Employee which will not be unreasonably withheld. Subject to the non- assigning parties. Except as otherwise expressly provided interms of this Agreement, nothing in this Agreement is intended toEmployer may merge or will confer upon any person, other than the parties to this Agreement and their respective heirs, successors and assigns, any right, benefitconsolidate with or remedy of any nature whatsoever underinto, or by reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with, transferring all ortransfer substantially all of its equity or assets to, another corporation or otherwise assigning this Agreement by operationother form of law to another personbusiness organization without Employee's consent, and as a result of such merger, consolidation or entity without the consent of Employee; provided that, in each case, such other person or entity shall assume this Agreement and all obligations of the Company hereunder. Upon such consolidation, merger, transfer of equity or assets, or assignment by operation of law, and such assumption, the term the “Company” as used herein, shall mean such other person or entity andtransfer, this Agreement shall continue in full forcebind the successor of Employer resulting from such merger, consolidation or transfer. No such merger, consolidation or transfer, however, shall relieve the Parties from liability and effect.responsibility for the performance of their respective duties and obligations hereunder.

Assignability; Third-Party Beneficiary.Section # Assignability. Employee shall not assign, pledge or encumber any interest in this Agreement or any part thereof without the express written consent of Employer, this Agreement being personal to Employee. This Agreement will be binding upon, enforceable by andshall, however, inure solely to the benefit of, the partiesof Employee’s estate, dependents, beneficiaries and their respective permitted successors and assigns. Except as otherwise expressly provided in this Agreement, thislegal representatives. This Agreement shall not be assignedassignable by any party heretoEmployer without the prior written consent of Employee which will not be unreasonably withheld. Subject to the non- assigning parties. Except as otherwise expressly provided interms of this Agreement, nothing in this Agreement is intended toEmployer may merge or will confer upon any person, other than the parties to this Agreement and their respective heirs, successors and assigns, any right, benefitconsolidate with or remedy of any nature whatsoever underinto, or by reason of this Agreement. Notwithstanding anything to the contrary herein, nothing in this Agreement shall preclude the Company from consolidating or merging into or with, transferring all ortransfer substantially all of its equity or assets to, another corporation or otherwise assigning this Agreement by operationother form of law to another personbusiness organization without Employee’s consent, and as a result of such merger, consolidation or entity without the consent of Employee; provided that, in each case, such other person or entity shall assume this Agreement and all obligations of the Company hereunder. Upon such consolidation, merger, transfer of equity or assets, or assignment by operation of law, and such assumption, the term the “Company” as used herein, shall mean such other person or entity andtransfer, this Agreement shall continue in full forcebind the successor of Employer resulting from such merger, consolidation or transfer. No such merger, consolidation or transfer, however, shall relieve the Parties from liability and effect.responsibility for the performance of their respective duties and obligations hereunder.