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 the 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 the 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.

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of a Warrant, the applicable Purchaser shall be required to # return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such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) and # rescind the exercise of the Warrant within two (2) Trading Days of delivery of the Warrant Shares related to such exercise.

If a Participant ceases to be employed by the Corporation or by a Designated Subsidiary for any reason, all payroll deductions and all rights to purchase Shares granted to the Participant with respect to the Offering Period then in effect shall immediately cease, unless otherwise determined by the Administrator in its sole discretion in compliance with Treas. Reg. §1.423-2(f). The amount of payroll deductions accumulated in such Participant's notional account shall be refunded (without interest) to the Participant as soon as administratively practicable (or in the case of the Participant's death, to the executor or administrator of the Participant's estate, or if no such executor or administrator has been appointed, to such other representative of the Participant as the Administrator may determine). For purposes of the Plan, the date of the Participant's termination of employment shall be the Participant's last date of actual employment and shall not include any period during which such Participant receives any severance payments or any other post-termination payments or benefits. A transfer of employment between the Corporation and a Designated Subsidiary or between one Designated Subsidiary and another Designated Subsidiary, or an absence or leave described in the definition of "Eligible Employee" in Section 2 of this Plan, shall not be deemed a termination of employment under this Section. A Participant who is on military leave, sick leave or other bona fide leave of absence that lasts longer than three months without a right to return to active employment will be treated for purposes of this Section as if such Participant ceased to be employed by the Corporation or a Designated Subsidiary as of the date immediately following the end of such three-month period.

Withdrawal, Cooperation and Participation. With respect to any infringement action or Third Party Action identified above in this Section 9.3(b), each Party will cooperate with the other. Specifically, # in the case of a Competitive Infringement, Ginkgo will cooperate with Customer and # in the case of a Third Party Action, the other Party will cooperate with the Party controlling such action, in each case [(x) and (y)] as reasonably requested by the controlling Party. Such cooperation includes a Party # providing access to relevant documents and other evidence, # making itself and its Affiliates, licensees and Sublicensees, and all of its and their respective employees, subcontractors, consultants and agents available at reasonable business hours and for reasonable periods of time, but only to the extent relevant to such action, and # if necessary, by bringing such action at the direction of the controlling Party or by being joined as a party plaintiff, subject, for this clause (C), to the controlling Party, if any, agreeing to indemnify such other Party for its involvement in such action and paying those costs and expenses incurred by such other Party in connection therewith. The Party controlling any such action will keep the other Party reasonably updated with respect to any such action, including providing copies of all documents received or filed in connection with any such action.

Withdrawal of Nomination Notice. As of the Effective Date, the Norris Parties hereby irrevocably agree to take the following actions:

Withdrawal from the Plan. If a participant ceases to be an employee of the Company or one of its participating subsidiaries (a "Terminated Participant"), his or her participation in the Plan will automatically terminate. At such time, the Terminated Participant may receive the shares of Common Stock purchased under the Plan, or the cash value thereof, in accordance with procedures adopted and implemented by the Company and the Agent from time to time consistent with the terms of the Plan and applicable law.

A Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice of such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established by the Administrator (a “Withdrawal Election”). A Participant electing to withdraw from the Plan may elect to either # withdraw all of the funds then credited to the Participant’s Plan Account as of the date on which the Withdrawal Election is received by the Company, in which case amounts credited to such Plan Account shall be returned to the Participant in one (1) lump-sum payment in cash within thirty (30) days after such election is received by the Company, without any interest thereon, and the Participant shall cease to participate in the Plan and the Participant’s Option for such Offering Period shall terminate; or # exercise the Option for the maximum number of whole shares of Common Stock on the applicable Exercise Date with any remaining Plan Account balance Amended & Restated ESPP Sept 4, 2018

Term of the loan: 120 months​/​ days, starting from actual date of withdrawal; as for withdrawal by installment, the date of the first withdrawal shall prevail.

The Borrower submits the written withdrawal application and certificates of loan application to the Loaner 5 banking days before the withdrawal to proceed the withdrawal procedures;

$500,000; # a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under [Section 303(k)] of ERISA securing obligations in excess of $500,000; or # there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without un-accrued interest) to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that Borrower or any other Loan Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $500,000.