Consultant may not assign or transfer all or any portions of this agreement without written approval from the Company. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

Assignment. Consultant may not assign or transfer this Agreement, in whole or in part, without Company’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

SUCCESSORS, ASSIGNS AND AFFILIATES. Consultant may not assign this Agreement or any rights obtained hereunder or delegate or subcontract any duty of performance owed hereunder without the prior written approval of the Company. Notwithstanding the foregoing, the Company may assign this Agreement or its rights and duties hereunder, without Consultant’s approval, to one or more affiliates or subsidiaries of the Company, or in connection with a merger, consolidation, reorganization or the sale of substantially all of its assets (or of any permitted assignee, as applicable). Any assignment made in contravention of this Section 14 shall be null and void for all purposes.

The provisions of this Agreement shall enure to the benefit of and be binding upon the successors and assigns of each of the Company and the Consultant. For this purpose, the terms “successors” and “assigns” shall include any person, firm or corporation or other entity which at any time, whether by merger, purchase or otherwise, shall acquire all or substantially all of the assets or business of the Company or Consultant, as applicable.

This Agreement shall be binding upon, and inure to the benefit of, the Consultant, his heirs and his personal representative or representatives, and upon the Company and its successors and assigns. Neither this Agreement nor any rights or obligations hereunder may be assigned by the Consultant.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or any affiliate to which you are rendering services to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, you may not assign this Agreement other than with respect to shares of Common Stock Transferred in compliance with the terms hereof.

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or any affiliate by which you are employed to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, you may not assign this Agreement other than with respect to shares of Common Stock Transferred in compliance with the terms hereof.

PARTIES BENEFITED; ASSIGNMENTS- This Agreement shall be binding upon, and inure to the benefit of, the Consultant, his heirs and his personal representative or representatives, and upon the Company and its successors and assigns. This Agreement may not be assigned by any of the parties hereto, and may not be amended or modified, without prior approval of the Company.

Assignment. This Agreement shall not be assignable, in whole or in part, by either Party without the written consent of the other Party, except that the Company may assign its rights and obligations under this Agreement to any successor or affiliate of the Company, or to any corporation, firm or other business entity # with or into which the Company may merge or consolidate, # to which all or substantially all of the ownership interests in the Company may be transferred or # to which the Company may otherwise sell or transfer all or substantially all of its assets. After any such assignment such assignee shall thereafter be deemed to be the Company for the purposes of all provisions of this Agreement including this Section 5.

Consultant may not assign, transfer or subcontract any of Consultant’s rights or obligations under this Agreement to any party without the prior written consent of the Company. Consultant’s obligations under this Agreement shall be binding on Consultant’s successors and permitted assigns. Any assignment, transfer or subcontracting in violation of this provision shall be null and void.