Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this [subsection 2.2.3].

An employee may, at any time at least 14 calendar days prior to the close of business on the last business day in an Offering Period, and for any reason, permanently draw out the balance accumulated in the employee’s account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of the Offering Period during which the employee withdrew the employee’s balance. The employee may participate in any subsequent Offering in accordance with terms and conditions established by the Committee.

Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under [subsection 2.1.1] shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this [subsection 2.1.5].

Withdrawal of Registration. Notwithstanding the obligations of the Company in Sections 2 and 3 of this Agreement, the Company may, upon giving prompt written notice of such action to the Holders (a “Termination Notice”), file a post-effective amendment to the Registration Statement in order to remove from registration thereunder any Shares remaining unsold by the Holders as of the time of such determination, if the Company determines in its good faith judgment that it is in the best interests of the Company or its stockholders to do so, in which case the Holders shall discontinue any sales of Shares pursuant to the Registration Statement immediately upon receipt of the Termination Notice and this Agreement shall terminate and (except as contemplated by Section 7(l)hereof) be of no further force and effect.

A Participant may elect to withdraw shares of Common Stock held in his or her account at any time (without withdrawing from the Plan) by making an election using a process designated by the Company. Upon receipt of such election, the Custodian will arrange for the issuance and delivery of all shares of Common Stock held in the Participant’s account as soon as administratively feasible.

In-Service Withdrawal. A Participant may request an immediate withdrawal of all or a portion of the Deferral Amounts credited to a Participant’s Grandfathered Account prior to the date described in [subparagraph 5(c)(i)] or prior to the date such portion of the Grandfathered Account has been completely withdrawn, provided that such a request and withdrawal shall be subject to the approval of the Corporation and such penalties, restrictions or conditions as may be established by the Corporation from time to time. The penalty shall be a percentage of the amount requested to be withdrawn, calculated as the difference between # 6%, and # 50% of the amount, if any, by which 10% exceeds the interest rate on 10-year U.S. Treasury Bonds on the first business day of the calendar quarter during which the withdrawal request is made.

Eligibility Following Withdrawal. A Participant who withdraws from the Plan and who is still an Eligible Employee shall be eligible to participate again in the Plan as of any subsequent Grant Date by delivering to the Company an Election Form pursuant to [Section 3(c)] hereof.

Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to # return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right) # rescind the exercise of the Warrant within two (2) Trading Days of delivery of the Warrant Shares related to such exercise.

Representation, Withdrawal and Continuation. The parties to this Agreement acknowledge that [[Organization B:Organization]] Allen Higgins & Tongue LLP (“DCA”) currently serves as counsel to both # the Company on the one hand, and # the Representative and/or certain of the Sellers on the other hand, in each case including in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. There may come a time, including after the consummation of the transactions contemplated by this Agreement, when the interests of the Representative and/or Sellers on the one hand, and the Company on the other hand, may no longer be aligned or when, for any reason, the Representative, DCA and/or the Company believes that DCA cannot any longer, or should no longer, represent both the Representative and/or the Sellers on the one hand and the Company on the other. The parties understand and specifically agree that DCA may withdraw from representing the Company and continue to represent the Representative and/or the Sellers even if the interests of the Representative and/or the Sellers on the one hand and the interests of the Company on the other hand are or may be adverse, including and in connection with any dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement and even though DCA may have represented the Company in a manner substantially related to such dispute, and Purchaser and the Company hereby consent to and waive any conflict of interest arising therefrom.

Any Person institutes steps to terminate a Plan if as a result of such termination any Loan Party or any member of the Controlled Group could be required to make a contribution to such Plan, or could incur a liability or obligation to such Plan, in excess of $500,000.00; # a contribution failure occurs with respect to any Plan sufficient to give rise to a Lien under [Section 303(k)] of ERISA or 430(i) of the Code; # the Unfunded Liability exceeds twenty percent of the Total Plan Liability, or # there shall occur any withdrawal or partial withdrawal from a Multiemployer Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result of such withdrawal (including any outstanding withdrawal liability that any Loan Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $250,000.00.