Binding Agreement; Waiver. This Agreement shall be binding upon and inure to the benefit of the Consultant and the Consultant’s heirs, executors, administrators, and legal representatives. This Agreement shall be binding upon and inure to the benefit of the Company, its affiliates, and its successors, and any such successors shall assume the obligations under this Agreement and expressly agree to perform the obligations under this Agreement. The Services are personal in nature and shall not be assigned or subcontracted, and the Consultant may not assign this Agreement. Neither the failure nor any delay by either party in exercising, in whole or in part, any right, power, or privilege under this Agreement will operate as a waiver of such right, power, or privilege.

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.

Binding Effect. This Agreement shall inure to the benefit of Consultant and his heirs, successors, personal representatives and assigns. Consultant acknowledges that the services to be rendered by him hereunder are unique and personal in nature. Accordingly, Consultant may not assign any of his or her rights or delegate any of his or her duties or obligations under this Agreement except as provided in this Agreement. The Company shall have the right to assign this Agreement to any successor to all or any substantial part of its or Parent’s business or assets, and any such successor shall be bound by the provisions hereof. Upon any such assignment of this Agreement by the Company, the Company shall provide Consultant notice within five (5) business days of such assignment.

This Agreement shall inure to the benefit of and be binding upon the Company and the Consultant, and their respective successors, executors, administrators, heirs and permitted assigns.

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.