Common use of Assignment; Benefit Clause in Contracts

Assignment; Benefit. This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that Parent or Merger Sub, as applicable, may assign this Agreement to (i) any of the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or (ii) one or more direct or indirect wholly owned Subsidiaries of Parent (provided that, in any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for the provisions of Article 2 concerning payment of the Aggregate Merger Consideration, Section 6.11 and Section 9.15, which provisions shall after the Effective Time inure to the benefit of the Persons or entities benefiting therefrom who shall be intended third-party beneficiaries thereof and who may enforce the covenants contained therein.

Assignment; Benefit. This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that Parent or Merger Sub, as applicable, may assign this Agreement to (i) any of the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or (ii) one or more direct or indirect wholly owned Subsidiaries of Parent (provided that, in any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (i) the provisions of Article 2 concerning payment of the Aggregate Merger Consideration, Section 6.11 and Section 9.15, 6.7 hereof which provisions shall after the Effective Time inure to the benefit of the Persons or entities benefiting therefrom who shall are expressly intended to be intended third-party beneficiaries thereof and who may enforce the covenants contained therein, (ii) subject to the proviso at the end of Section 8.2, for the right of the Company, on behalf of the holders of equity interests in the Company, to pursue damages (which the parties acknowledge and agree shall not be limited to reimbursement of expenses or out-of-pocket costs, and may include claims for damages based on the consideration that would have otherwise been payable to the Company Stockholders and other relevant matters, including other combination opportunities and the time value of money), which shall be deemed in such event to be damages of holders of equity interests in the Company, in the event of a failure by Parent or Merger Sub to consummate the Transactions, which right is hereby acknowledged and agreed by Parent and Merger Sub and (iii) Section 9.11, Section 9.12, this Section 9.13 and the last sentence of Section 9.15 (which, in each case, will be for the benefit of the Persons (including the Financing Sources) set forth therein, and any such Person will have the rights provided for therein). The Company disclaims any and all rights as a third-party beneficiary or otherwise under or with respect to the Commitment Letter and any and all definitive agreements in respect of the Financing and any Alternative Financing arranged by Parent in respect of the Transactions, including, without limitation, any right to enforce any obligations of the Financing Sources or to seek any damages against the Financing Sources with respect thereto.

Assignment; Benefit. This Neither this Agreement shall not nor any of the rights, interests or obligations herein may be assigned by any party hereto without the prior written consent of the other parties hereto and any purported assignment in violation hereof shall be null and void ab initio; provided, that, Parent and Merger Sub may assign all or any of their rights and obligations hereunder to any Affiliate so long as (whether by operation a) Parent and Merger Sub continue to remain liable for all of law such rights and obligations as if no such assignment had occurred, and (b) such assignment in no way causes a material delay or otherwise) materially impairs the ability of Parent and Merger Sub to consummate the Transactions; and provided, further, that Parent and Merger Sub may, without the prior written consent of the other parties; provided, howevergrant a security interest in, that Parent or Merger Suband collaterally assign, as applicable, may assign any of their rights under this Agreement to (i) any of the Financing Sources in connection with the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or (ii) one or more direct or indirect wholly owned Subsidiaries of Parent (provided that, in any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereofFinancing. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any Person other than the parties hereto or and their respective heirs, successors, executors, administrators successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (i) from and after the Offer Acceptance Time, the provisions of Article 2 concerning relating to the payment of the Aggregate Merger Consideration, Section 6.11 which shall be enforceable by the holders of Shares immediately prior to the Offer Acceptance Time who validly tendered and Section 9.15did not withdraw Shares pursuant to the Offer, which provisions shall (ii) from and after the Effective Time inure Time, (A) the provisions of Article 2 relating to the benefit payment of the Per Share Amount, the Merger Consideration and the RSU Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior to the Effective Time and (B) the provisions of Section 6.8, which shall be enforceable by the Persons or entities benefiting therefrom who therefrom. Notwithstanding the foregoing, the Financing Sources shall be intended third-party beneficiaries thereof of each of the Financing Provisions (it being understood and who may enforce agreed that the covenants contained thereinprovisions of such Sections will be enforceable by the Financing Sources).

Assignment; Benefit. (a) This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, provided that Parent or Merger Sub, as applicableupon prior written notice to the Company, may assign assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to (i) Parent or to any of the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or (ii) one or more direct or indirect wholly owned Subsidiaries Subsidiary of Parent; provided, further, that no such assignment shall relieve Parent (provided that, in or Merger Sub of any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. . (b) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (i) the provisions of Article 2 concerning payment of the Aggregate Merger Consideration, Section 6.11 6.09 (D&O Coverage) and Section 9.15, which provisions 9.02 (Survival) shall after the Effective Time inure to the benefit of the Persons or entities benefiting therefrom who shall are expressly intended to be intended third-party beneficiaries thereof and who may enforce the covenants contained therein, (ii) from and after the Effective Time, the holders of Shares shall be beneficiaries of the obligation to pay the Merger Consideration or Offer Prices, as applicable, (iii) from and after the acceptance of the Offer, the holders of Shares validly tendered and not validly withdrawn shall be beneficiaries of the obligation to pay the Company Share Offer Price and the holders of Preferred Shares shall be beneficiaries of the obligation to pay the Series A Offer Price, the Series A-1 Offer Price and the Series A-2 Offer Price, as applicable, and (iv) from and after the Effective Time, the provisions of Section 2.08 (Treatment of Equity Awards; Employee Stock Purchase Plan) shall inure to the benefit of those entitled to the payments thereunder; notwithstanding the foregoing, the Company shall be entitled and have the right to pursue and recover damages in the name of and on behalf of its stockholders in the event of any breach by Parent or Merger Sub of this Agreement.

Assignment; Benefit. This Neither this Agreement shall not nor any of the rights, interests or obligations herein may be assigned by any of the parties party hereto (whether by operation of law or otherwise) without the prior written consent of the other partiesparties and any purported assignment in violation hereof shall be null and void ab initio; provided, however, provided that Parent or Merger Sub, as applicableupon prior written notice to the Company, may assign this Agreement to (i) any of the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral assign, in respect of the Debt Financing or (ii) one or more direct or indirect wholly owned Subsidiaries of Parent its sole discretion (provided that, in any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, and any that such assignment shall not impede or delay the consummation of the Offer or the Merger and or otherwise impede the other transactions contemplated by rights of stockholders of the Company under this Agreement). Subject to the preceding sentence, any of or all its rights, interests and obligations under this Agreement to Parent or to any direct or indirect wholly-owned Subsidiary of Parent; provided, further, that no such assignment shall be binding upon and shall inure to the benefit relieve Parent or Merger Sub of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereofof its obligations hereunder. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any Person other than the parties hereto or and their respective heirs, successors, executors, administrators successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (i) from and after the Offer Acceptance Time, the provisions of Article ARTICLE 2 concerning relating to the payment of the Aggregate Merger Consideration, Section 6.11 which shall be enforceable by the holders of Shares immediately prior to the Offer Acceptance Time who validly tendered and Section 9.15did not withdraw Shares pursuant to the Offer, which provisions shall (ii) from and after the Effective Time inure Time, (A) the provisions of ARTICLE 2 relating to the benefit payment of the Merger Consideration, which shall be enforceable by the holders of Company Common Stock and Company Equity Awards, as applicable, as of immediately prior to the Effective Time and (B) the provisions of Section 6.09(a) which shall be enforceable by the Persons or entities benefiting therefrom who and (iii) the provisions of Section 8.03(h) which shall be intended third-enforceable by the Company Related Parties. For the avoidance of doubt, other than as expressly set forth in this Section 9.04, no holder of Shares shall have any third party beneficiaries thereof and who may enforce the covenants contained thereinbeneficiary rights under this Agreement.

Assignment; Benefit. This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, provided that Parent or Merger Sub, as applicableupon prior written notice to the Company, may assign assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to (i) Parent or to any of the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or (ii) one or more direct or indirect wholly owned Subsidiaries Subsidiary of Parent, but no such assignment shall relieve Parent (provided that, in or Merger Sub of any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) for the provisions of Article 2 concerning payment of the Aggregate Merger Consideration, Section 6.11 and Section 9.156.08, which provisions shall after the Effective Time inure to the benefit of the Persons or entities benefiting therefrom who shall are expressly intended to be intended third-party beneficiaries thereof and who may enforce the covenants contained therein, (ii) for the provisions of this Section 9.05 and Section 8.03(d), Section 9.03(c), Section 9.07(b), Section 9.08 and Section 9.14, which shall inure to the benefit of the Lenders and the other Debt Financing Sources and such Lenders and Debt Financing Sources shall be entitled to rely on and enforce the provision of such sections, (iii) for the provisions of Section 8.02, Section 8.03 and Section 9.14, which shall inure to the benefit of the Parent Related Parties and (iv) as provided in Section 2.07 and Section 2.08 (with respect to which the holders of Shares shall be third party beneficiaries to receive the amounts that such holders of Shares are entitled to receive pursuant to and in accordance with Section 2.07 and Section 2.08, only from and after the Effective Time). For the avoidance of doubt, other than as expressly provided in this Section 9.05, no holder of Shares shall have any third-party beneficiary rights under this Section 9.05 or any other provision of this Agreement.

Assignment; Benefit. This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that Parent or Merger SubSub may transfer or assign its rights and obligations under this Agreement, as applicablein whole or from time to time in part, may assign this Agreement to (ia) one or more of its Affiliates at any of time, (b) after the Debt Financing Sources pursuant Effective Time, to the terms of the Debt Financing any parties providing secured debt financing for purposes of creating a security interest herein or otherwise assigning this Agreement as collateral in respect of such secured debt financing, and (c) after the Debt Financing Effective Time, to any Person; provided, that any assignment by Parent or (ii) one Merger Sub shall not relieve Parent or more direct or indirect wholly owned Subsidiaries of Parent (provided that, in any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all Sub of its obligations hereunder, and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. Notwithstanding anything contained in this Agreement to the contrarycontrary and subject to Section 9.15(f), nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (x) the provisions rights of the Company’s stockholders to receive the Per Share Merger Consideration at the Effective Time pursuant to the terms and conditions of this Agreement, (y) the rights of the holders of Company Equity Awards to receive the payments in respect thereof following the Effective Time pursuant to Section 2.06, and (z) the rights of the Indemnified Parties pursuant to Section 6.11. For the avoidance of doubt, prior to the Effective Time, the rights and remedies conferred on the Company’s stockholders pursuant to Article 2 concerning payment of the Aggregate Merger Consideration, Consideration and on the holders of Company Equity Awards concerning the payments in respect thereof pursuant to Section 6.11 and Section 9.15, which provisions shall after 2.06 may only be enforced by the Effective Time inure to Company acting on the benefit behalf of the Persons or entities benefiting therefrom who shall be intended Company’s stockholders and holders of Company Equity Awards. The parties hereto further agree that the rights of third-party beneficiaries thereof under this Section 9.05 and who may enforce Section 9.15(f) shall not arise unless and until the covenants contained thereinMerger is consummated.

Assignment; Benefit. (a) This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, provided that Parent or Merger Sub, as applicableupon prior written notice to the Company, may assign assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to (i) Parent or to any of the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or (ii) one or more direct or indirect wholly wholly-owned Subsidiaries Subsidiary of Parent; provided, further, that no such assignment shall relieve Parent (provided that, in or Merger Sub of any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. . (b) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (i) the provisions of Article 2 concerning payment of the Aggregate Merger Consideration, Section 6.11 6.10 (D&O Coverage) and Section 9.15, which provisions 9.02 (Survival) shall after the Effective Time inure to the benefit of the Persons or entities benefiting therefrom who shall are expressly intended to be intended third-party beneficiaries thereof and who may enforce the covenants contained therein, (ii) from and after the consummation of the Offer, the rights of the holders of Shares accepted for payment in the Offer to receive the Offer Price, as provided in Article 2 and in accordance with the Offer and (iii) from and after the Effective Time, the rights of the former holders of Shares and the holders of other Company Securities to receive the Merger Consideration or such other payments as provided and to the extent set forth in Article 2. For the avoidance of doubt, except as set forth in the preceding sentence, no holder of Shares shall have any third-party beneficiary rights under this Section 9.05 or any other provision of this Agreement.

Assignment; Benefit. (a) This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, provided that Parent or Merger Sub, as applicableupon prior written notice to the Company, may assign assign, in its sole discretion, any of or all its rights, interests and obligations under this Agreement to (i) Parent or to any of the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or (ii) one or more direct or indirect wholly wholly-owned Subsidiaries Subsidiary of Parent; provided, further, that no such assignment shall relieve Parent (provided that, in or Merger Sub of any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. . (b) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirssuccessors and permitted assigns, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (i) the provisions of Article 2 concerning payment of the Aggregate Merger ConsiderationSection 6.10 (Director and Officer Liability), Section 6.11 8.02 (Effect of Termination) and Section 9.15, which provisions 9.04(h) (Exclusive Remedy) shall after the Effective Time inure to the benefit of the Persons or entities benefiting therefrom who shall are expressly intended to be intended third-party beneficiaries thereof and who may enforce the covenants contained therein, (ii) from and after the Effective Time, the holders of Shares (other than Parent and Merger Sub) shall be beneficiaries of the obligation to pay the Merger Consideration, (iii) from and after the acceptance of the Offer, the holders of tendered Shares shall be beneficiaries of the obligation to pay the Offer Price and (iv) from and after the Effective Time, the provisions of Section 2.08 (Treatment of Equity Awards) shall inure to the benefit of those entitled to the payments thereunder.

Assignment; Benefit. This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that Parent or Merger SubSub may transfer or assign its rights and obligations under this Agreement, as applicablein whole or from time to time in part, may assign this Agreement to (ia) one or more of its Affiliates at any of time, (b) after the Debt Financing Sources pursuant Effective Time, to the terms of the Debt Financing any parties providing secured debt financing for purposes of creating a security interest herein or otherwise assigning this Agreement as collateral in respect of such secured debt financing, and (c) after the Debt Financing Effective Time, to any Person; provided, that any assignment by Parent or (ii) one Merger Sub shall not relieve Parent or more direct or indirect wholly owned Subsidiaries of Parent (provided that, in any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all Sub of its obligations hereunder, and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (a) the provisions of Article 2 concerning payment rights of the Aggregate Company’s stockholders to receive the Merger ConsiderationConsideration at the Effective Time pursuant to the terms and conditions of this Agreement, (b) the rights of the holders of Company Equity Awards to receive the payments in respect thereof following the Effective Time pursuant to Section 2.06, (c) the rights of the Indemnified Parties pursuant to Section 6.11 and (d) with respect to the Debt Financing Parties, Section 9.159.03, this Section 9.05, Section 9.06, Section 9.07, Section 9.08, Section 9.09, and Section 9.12, which, in each case, which provisions shall after the Effective Time inure to the benefit of the Persons or entities Debt Financing sources benefiting therefrom who shall are hereby expressly intended to be intended third-party beneficiaries thereof and who may enforce the covenants contained therein.therein (solely as such provisions relates to such Debt Financing sources

Assignment; Benefit. This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that Parent and Merger Sub may without the consent of the other party (a) assign their rights under this Agreement, in whole or Merger Subin part, as applicable, may to an Affiliate or (b) collaterally assign their rights under this Agreement to (i) any of the Debt Financing Sources pursuant to the terms of the or any agent or collateral trustee for such Debt Financing for purposes Sources, but in the case of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or clause (iia) one or more direct or indirect wholly owned Subsidiaries of Parent and (provided that, in any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, and any b) no such assignment shall not impede will relieve Parent or delay the consummation Merger Sub of the Merger and the other transactions contemplated by their obligations under this Agreement). Subject to the preceding sentence, this This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except (i) for the provisions of Article 2 concerning payment of the Aggregate Merger Consideration, Section 6.11 6.11, Section 6.17(e), Section 6.18, Section 6.22(d) and Section 9.158.02, which provisions shall after the Effective Time inure to the benefit of the Persons or entities benefiting therefrom who shall are expressly intended to be intended third-party beneficiaries thereof and who may enforce the covenants contained thereintherein and (ii) that the Debt Financing Sources and Parent Related Parties are intended third party beneficiaries of and may enforce their respective rights under Section 8.02, Section 9.03(a), Section 9.04(c), this Section 9.05, Section 9.06, the last sentence of Section 9.07, Section 9.08, Section 9.09, and Section 9.10; provided, however, that, prior to the Effective Time, the rights and remedies conferred on the Company’s stockholders pursuant to Article 2 concerning payment of the Aggregate Merger Consideration may only be enforced by the Company acting on the behalf of the Company’s stockholders and holders of Company Equity Awards.

Assignment; Benefit. (a) This Agreement shall not be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other partiesparties (other than any assignment made for collateral security purposes in connection with the Debt Financing); provided, howeverthat Buyer, that Parent or Merger Sub, as applicableupon prior written notice to Seller and Parent, may assign assign, in its sole discretion, any or all of its rights, interests and obligations under this Agreement to (i) any of the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or (ii) one or more direct or indirect wholly wholly-owned Subsidiaries Subsidiary of Parent (provided thatBuyer; provided, in further, that no such assignment shall relieve Buyer of any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder. Notwithstanding the foregoing, after the Closing, Buyer may assign any or all of its rights, interests and any such assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, obligations under this Agreement shall be binding upon and shall inure to any Person or Persons that acquires Bolt, the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereof. Bolt Interest or Velocity. (b) Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any Person other than the parties hereto or their respective heirs, successors, executors, administrators successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (i) the Indemnified Parties shall be express third-party beneficiaries of Article 10 (Indemnification), (ii) the provisions of Article 2 concerning payment of the Aggregate Merger Consideration, Section 6.11 7.09 (D&O Coverage) and Section 9.15, which provisions 11.02 (Survival) shall after the Effective Time inure to the benefit of the Persons or entities benefiting therefrom who shall are expressly intended to be intended third-party beneficiaries thereof and who may enforce the covenants contained therein, (iii) the Seller-Related Parties shall be express third-party beneficiaries of Section 11.04(h) and the Buyer Related Parties shall be express third-party beneficiaries of Section 11.05(c), and (iv) the Financing Sources shall be express third-party beneficiaries of Sections 9.03, 11.03, 11.07, 11.08, 11.09 and this Section 11.06(b).

Assignment; Benefit. This Neither this Agreement shall not nor any of the rights, interests or obligations herein may be assigned by any of the parties party hereto (whether by operation of law or otherwise) without the prior written consent of the other parties; provided, however, that Parent or Merger Sub, as applicable, may assign this Agreement to (i) any of the Debt Financing Sources pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of the Debt Financing or (ii) one or more direct or indirect wholly owned Subsidiaries of Parent (provided that, in any such case, Parent and/or Merger Sub, as applicable, shall remain responsible for the performance of all of its obligations hereunder, parties and any such purported assignment shall not impede or delay the consummation of the Merger and the other transactions contemplated by this Agreement). Subject to the preceding sentence, this Agreement in violation hereof shall be binding upon null and shall inure to the benefit of the parties and their respective successors and permitted assigns, and any reference to a party shall also be a reference to the successors and permitted assigns thereofvoid ab initio. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, express expressed or implied, is intended to confer on any Person other than the parties hereto or and their respective heirs, successors, executors, administrators successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except for (i) from and after the Effective Time, (A) the provisions of Article 2 concerning relating to the payment of the Aggregate Per Share Amount, the Merger Consideration and the Option Consideration, Section 6.11 which shall be enforceable by the holders of Company Common Stock and Section 9.15Company Equity Awards, which provisions shall after as applicable, as of immediately prior to the Effective Time inure to and (B) the benefit provisions of Section 6.07(d) and Section 6.10, which shall be enforceable by the Persons or entities benefiting therefrom who therefrom, (ii) the provisions of Section 9.04(i), which shall be intended third-party beneficiaries enforceable by the Company Related Parties, and (iii) the provisions of Section 9.04(j) and Section 9.14, which shall be enforceable by the Parent Related Parties. Notwithstanding anything contained in this Agreement to the contrary, Parent or Merger Sub may assign this Agreement to any Subsidiary of Parent or Merger Sub or to any Debt Financing Source (including, for the avoidance of doubt, any permitted successor or assign thereof) to Parent or any Subsidiary or Affiliate thereof as security for obligations to such Debt Financing Source in respect of the financing arrangements entered into in connection with the transactions contemplated hereby and who may enforce any refinancings, extensions, refundings or renewals thereof; provided that no such assignment shall relieve Parent or Merger Sub of any of its obligations hereunder and no such assignment is reasonably expected to prevent, materially delay or materially impede the covenants contained thereinconsummation of the Transactions.