Time is of the essence hereof. Notwithstanding any other provision of this Agreement, any outstanding balance of any of the Advance shall become immediately due and shall be repayable on demand in the event Seller is: # in material breach or default of its obligations under this Agreement and fails to remedy such breach of default within thirty (30) days after receipt of written notice from Buyer to cure such default and Buyer terminates the Agreement based on such breach; # in material breach or default under any of the Orders placed under this Agreement and fails to cure such default within the time periods set forth in such Orders and Buyer terminates the Agreement based on such breach; or # Buyer otherwise terminates this Agreement in accordance with its terms. Seller hereby waives presentment, demand for payment, notice of non-payment, protest, notice of protest, notice of dishonor and all other notices in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting any amount of the Advance and agrees to pay (if permitted by law) all expenses incurred by Buyer in collection of the Advance, including Buyer’s reasonable attorneys’ fees. [Section 9(c)] shall take precedence over [Section 9(d)] in the event of any conflict or overlap between such sections.

Notwithstanding any other provision of this Agreement, any outstanding balance of any of the Advance shall become immediately due and shall be repayable to Buyer on demand in the event that: # Seller is:is unable to meet its material obligations to third parties other than Buyer as they mature and after the expiration of any cure periods related to any defaults and after giving effect to any applicable waivers, # in material breachif any proceeding under the bankruptcy or default of its obligations under this Agreement and fails to remedy such breach of default within thirty (30) days after receipt of written notice from Buyer to cure such default and Buyer terminates the Agreement based on such breach; # in material breachinsolvency laws is brought by or default under any of the Orders placed under this Agreement and fails to cure such default within the time periods set forth in such Orders and Buyer terminates the Agreement based on such breach; or # Buyer otherwise terminates this Agreement in accordance with its terms. Seller hereby waives presentment, demand for payment, notice of non-payment, protest, notice of protest, notice of dishonor and all other notices in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting any amount of the Advance and agrees to pay (if permitted by law) all expenses incurred by Buyer in collection of the Advance, including Buyer’s reasonable attorneys’ fees. [Section 9(c)] shall take precedence over [Section 9(d)]against Seller, and, in the event of any conflictinvoluntary proceeding, such proceeding shall remain undismissed, unstayed or overlap betweenunbonded for 60 days, # a receiver for Seller is appointed or applied for, # an assignment for the benefit of creditors is made by Seller, or # Buyer reasonably determines based upon objective, demonstrated evidence that the prospect of Seller’s repayment of the Advance is impaired; provided, however, that # the condition(s) on which Buyer bases its determination remains uncured for thirty (30) days after written notice detailing such sections.condition(s) is delivered to the Seller, and # Buyer’s right to repayment on demand under this sub-[Section 9(c)(v)] shall not apply in any instance in which Buyer’s failure to meet its payment obligations under [Section 2(a)] or a Force Majeure Event (as defined below) has adversely affected Seller’s manufacturing capabilities of the Components at the Production Facility.

Time is of the essence hereof. Notwithstanding any other provision of this Agreement, any outstanding balance of any of the Advance Payment not repaid by Seller shall become immediately due and shall be repayable on demand in the event that: # Seller is: #is in material breach or default (the “Default”) of its obligations under this Agreement and fails to remedycure such breach of defaultDefault within thirty (30) days after receipt of written notice from Buyer to cure such default and Buyer terminatesDefault; # Seller is in Default of its obligations under the Agreement based on such breach; # in material breach or default under any of the Orders placed under thisSupply Agreement and fails to cure such defaultDefault within the applicable time periodsperiod for such cure set forth in such Orders and Buyer terminates the Agreement based on such breach;Supply Agreement; # Seller or Parent: # enters into any transaction involving a merger, consolidation or amalgamation, # conveys, sells or leases, in one or a series of transactions, all or substantially all of its assets, or # sells, transfers or otherwise disposes of, or a third party that is not currently a shareholder of Parent, acquires more than [...​...] of the capital stock or equity interests of Parent or Seller; or # Buyer otherwise terminates thisthe Supply Agreement in accordance with its terms.the terms and conditions of the Supply Agreement. Seller hereby waives presentment, demand for payment, notice of non-payment, protest, notice of protest, notice of dishonor and all other notices in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting any amountshall repay the outstanding balance of the Advance and agrees to pay (if permitted by law) all expenses incurred by Buyer in collection ofPayment within thirty (30) days following the Advance, including Buyer’Seller’s reasonable attorneys’ fees. [Section 9(c)] shall take precedence over [Section 9(d)] in the event of any conflict or overlap between such sections.Initial Public stock Offering (the “IPO”).