If at any time during the Eligible Period the Stockholder requests in writing (the “Stockholder Demand”) that the Company file a registration statement on Form S-1 (or any successor form to Form S-1) for a public offering of shares of the Registrable Shares of all the Stockholders of the Company and shall, subject to Section 4.1, file such Registration Statement with the SEC as soon as practical after its receipt of such request. The Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as practicable and keep such Registration Statement effective until all the Stockholders, excluding any officers or directors, notify the Company in writing that the Company is no longer required to keep such Registration Statement effective.

Demand Registration Rights. Except to the extent such any such filing may conflict with the Clear Market Obligations of the Company, the Purchaser has the right to make a demand for the Company to file a registration statement on Form S-3, or if Form S-3 is not available to the Company, on Form S-1, covering the resale by the Purchaser of all of the Registrable Securities under and in accordance with the provisions of the Securities Act. In addition to the above demand rights, at any time the Company is eligible to use Form S-3 with respect to the resale of the Registrable Securities, except to the extent such any such filing may conflict with the Clear Market Obligations of the Company, the Purchaser will have also the right to make up to an additional two (2) demands within any twelve (12) month period for the Company to file a registration statement on Form S-3 covering the resale by the Purchaser of all of the Registerable Securities, by written notice to the Company, signed by Purchaser (the “Demand Notice”) under and in accordance with the provisions of the Securities Act. The Company will use its commercially reasonable efforts to file the Demand Registration Statement within sixty (60) days of the receipt of the Demand Notice; provided, however, that, if the Demand Notice is given within the sixty (60) days after the end of a fiscal year of the Company, then the Company will use its reasonably commercial efforts to file the Demand Registration Statement within one hundred and twenty (120) days following such fiscal year end. The Company shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period. A demand for registration shall not be deemed made for purposes of this Section 4.2(a) until such time as the applicable Demand Registration Statement has been declared effective by the Commission, unless the Purchaser withdraws its request for such registration and elects not to pay the registration expenses therefor, in which case the Purchaser will forfeit its right to one Demand Registration Statement pursuant to this Section 4.2(a).

Demand Waiver. Each Co-Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which such Co-Borrower is liable.

Loan Demand. The Lender has the right to demand repayment plus interest rate with 90 day notice.

Withdrawal. The Company may withdraw from the Plan at any time by action of its board of directors. Any Participating Affiliate may withdraw from the Plan by giving at least 30 days’ written notice of its intention to withdraw to the Committee.

Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in [Section 1.5] below.

Withdrawal. The Holder shall have the right to withdraw from this escrow any Shares as to which the Purchase Option (as defined in the Agreement) has terminated or expired.

Withdrawal. A Participant may withdraw from participation in the Plan by delivering a written notice of withdrawal to his or her appropriate payroll location. The Participant’s withdrawal will be effective as of the next business day. Following a Participant’s withdrawal, the Company will promptly refund such individual’s entire account balance under the Plan to him or her (after payment for any Common Stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. Such an employee may not begin participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4.

Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing the Shares, the Employee shall represent in writing to the Company that the Employee is acquiring the Shares for investment purposes only and not with a view to distribution, and Restrictions shall be imposed on the Shares to the effect that such Shares may not be transferred without an applicable exemption under the Securities Act of 1933 or registration thereunder.

REGISTRATION. The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act no later than August 31, 2023 a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under Act (subject to the availability of a Registration Statement on Form S-3 or any successor form thereto). “Registrable Securities” shall mean the Notes and the shares of Common Stock issuable upon conversion thereof; provided, any such securities shall cease to be Registrable Securities when # they have been sold or otherwise disposed of pursuant to an effective Registration Statement or in compliance with Rule 144 or # they cease to be outstanding; provided, further, that any security that has ceased to be Registrable Securities in accordance with the foregoing definition shall not thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities are not Registrable Securities.