Common use of Short-Form Registrations Clause in Contracts

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Act. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-Down”).

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above2(b), from the Whitney Holders (collectively) and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Bain Holders (collectively) shall each be entitled to request registrations under pursuant to Section 2(a) an unlimited number of Short-Form Registrations in which the Securities Act of Company shall pay all Registration Expenses whether or part not any such Short-Form Registration has become effective; provided that the aggregate offering value of the Registrable Securities on Form S-3, if available requested to the Company, or be registered in any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed Registration must equal at least $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act25,000,000. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on form registration and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if After the Company is a “well-known seasoned issuer,” as defined under Rule 405 has become subject to the reporting requirements of the Securities Exchange Act. The , the Company shall use its reasonable best efforts to qualify make Short-Form Registrations available for the offer and sale of Registrable Securities and to remain qualified so that Short-Form Registrations continue to register securities be available for such offer and sale. If the Majority Whitney Holders and the Majority Bain Holders request that a Short-Form Registration be filed pursuant to Rule 415 (a Form S-3 “Shelf Registration”) and the Company is eligible to do so, the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if the Company is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company shall cause the Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or similar short-form registration statement. Subject distributed pursuant to the Shelf Registration, (ii) the date as of which there are no longer in existence any Registrable Securities covered by the Shelf Registration and (iii) an earlier date agreed to in writing by both the Majority Whitney Holders and the Majority Bain Holders. If for any reason the Company not being eligible ceases to register securities on be a WKSI or becomes ineligible to utilize Form S-3, the Company shall cause any Form S-3 prepare and file with the Securities and Exchange Commission a registration statement or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following registration statements on such form that is available for the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-Down”)Securities.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formShort Form Registration. There will be no limit on After the aggregate number of such ShortDe-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if SPAC Transaction, the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Act. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a make Short-Form S-3 or similar short-form registration statementRegistrations available for the sale of Registrable Securities. Subject to If the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of Investors initially requesting a Short-Form Demand Registration, ULSE may at any time and from time Registration request that such Short-Form Registration be filed pursuant to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder Rule 415 (a “Shelf Take-DownRegistration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to promptly file and cause a Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof and the Company shall use its reasonable best efforts to keep such shelf registration continuously effective following such registration. Any request for an underwritten offering using such Shelf Registration (an “Underwritten Takedown”) shall be deemed a Demand Registration. The provisions of Section 1(a) shall apply mutatis mutandis to each Underwritten Takedown, with references to “filing of the registration statement” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering and “value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Long-Form Registration)” being deemed to be replaced with “price to the public (net of any underwriters’ discounts or commissions);” provided that Investors participating in an Underwritten Takedown shall only include Investors whose Registrable Securities are included in such Shelf Registration or may be included therein without the need for a post-effective amendment to such Shelf Registration (other than an automatically effective amendment). If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3 or any similar applicable short form registration statement, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. The Company shall file a registration statement on Form S-3 under the Securities Act covering all Registrable Securities requested to be included in such Short Form-Registration (subject to the limitations set forth herein) promptly following the Company’s receipt of a Demand Notice therefor and, in any event, within thirty (30) days after the date the Demand Notice is duly delivered to the Company in accordance with this Agreement.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided Requests for registration of Registrable Securities pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it 9.1(a) will be on a Form S-3 or any similar short-or successor short form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short short-form. There The Company will be no limit on the aggregate number of such use its commercially reasonable best efforts to continue to make Short-Form Demand RegistrationsRegistrations available for the sale of Registrable Securities. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if To the extent the Company is a “well-known seasoned issuer,” WKSI, the Company will file an automatic shelf registration statement (as defined under in Rule 405 of under the Securities ActAct (“Automatic Shelf Registrations”)) on Form S-3, which covers those Registrable Securities which are requested to be sold. The Company shall will use its commercially reasonable best efforts to qualify remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period during which such Automatic Shelf Registration is required to remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statementeffective. Subject to If the Company does not being eligible to register securities on Form S-3pay the filing fee covering the Registrable Securities at the time the Automatic Shelf Registration is filed, the Company shall cause any Form S-3 agrees to pay such fee at such time or ASR times as the Registrable Securities are to remain be sold. If the Automatic Shelf Registration has been outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. for at least three (c3) Following years, at the effectiveness end of the third year, the Company will refile a Short-Form Demand Registration, ULSE may new Automatic Shelf Registration covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status and from time the Company determines that it is not a WKSI, the Company will promptly give written notice to time request all Registrable Securities Holders and use its commercially reasonable best efforts to refile the initiation of an offering or sale of all or part of Shelf Registration on Form S-3 or, if such form is not available, Form S-1, and use the Company’s commercially reasonable best efforts to have such registration statement declared effective as promptly as practicable after the date the Automatic Shelf Registration is no longer useable by the Registrable Securities registered thereunder (a “Holders to sell their Registrable Securities and to keep such registration statement effective during the period during which such registration statement is required to be kept effective. The Company will, at the request of any Registrable Securities Holder, file any post-effective amendments to such Automatic Shelf Take-Down”)Registration and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Registrable Securities Holder.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), from and after (i) the time holders of a majority of the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE TPG Group Registrable Securities shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” andRegistrations (subject to Section 1(e)), together with (ii) the Longholders of a majority of the JAC Group Registrable Securities shall be entitled to request two (2) Short-Form Demand Registrations and (iii) the holders of a majority of the Amin Group Registrable Securities shall be entitled to request one (1) Short-Form Registration, “Demand Registrations”); providedin each case, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, in which the Company will use its reasonable best efforts to effect the registration under the Securities Actshall pay all Registration Expenses. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if After the Company is a “well-known seasoned issuer,” as defined under Rule 405 has become subject to the reporting requirements of the Securities Exchange Act. The , the Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations, unless otherwise agreed to by the holders of a majority of the Registrable Securities included in such registration. If the Company, pursuant to the request of the holder(s) of a majority of the TPG Group Registrable Securities, the holder(s) of a majority of the JAC Group Registrable Securities or the holders of a majority of the Amin Group Registrable Securities, as applicable, is qualified to and has filed with the Securities Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then the Company shall use reasonable best efforts to qualify and remain qualified cause the Required Registration to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to be declared effective under the Company not being eligible to register securities on Form S-3Securities Act as soon as practicable after filing, and, once effective, the Company shall cause any Form S-3 or ASR such Required Registration to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following effective until the effectiveness of a Short-Form Demand Registrationdate on which all TPG Group Registrable Securities, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the JAC Group Registrable Securities registered thereunder (a “Shelf Take-Down”)or Amin Group Registrable Securities, as applicable, included in such registration have been sold pursuant to the Required Registration.

Short-Form Registrations. (a) In addition Subject to the Long-Form Demand Registration provided pursuant qualifications set forth herein and subject to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under limitations that the Securities Act of all or part of the Registrable Securities on Form S-3and Exchange Commission may impose, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (bi) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities requested to be no limit on sold) and (ii) the aggregate number of Sponsors may, in connection with any Demand Registration requested by such holders that is a Short-Form Registration, require the Company to use its commercially reasonable efforts to file such Short-Form Demand Registrations. Short-Form Demand Registration rights with the Securities and Exchange Commission in accordance with and pursuant to this Section 2.2 shall include automatic shelf registrations Rule 415 under the Securities Act (“ASR”or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a “well-known seasoned issuer,” "Shelf Registration"). Notwithstanding anything in this Agreement to the contrary, if the Securities and Exchange Commission refuses to declare a registration statement filed pursuant to this Agreement effective as defined a valid secondary offering under Rule 405 415 due to the number of Registrable Securities included in such registration statement relative to the number of shares of Common Stock outstanding or the number of outstanding shares of Common Stock held by non-affiliates or for any other reason, then, without any liability under this Agreement or any further obligation to register such excess Registrable Securities, the Company shall be permitted to reduce the number of Registrable Securities included in such registration statement to an amount that does not exceed an amount that the Securities Actand Exchange Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415. The Company shall use its reasonable best efforts not be liable for damages under this Agreement as to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (which are not permitted by the Securities and Exchange Commission to be included in a “Shelf Take-Down”)registration statement due to Securities and Exchange Commission guidance relating to Rule 415.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), from each of (i) the Investors holding a majority of the Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares and after (iii) the time Investors holding a majority of the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE PIPE Shares shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Registrable Securities, together with respect the holders of any other securities of Pubco entitled to any requests under this Section 2.2(a)inclusion in such Short-Form Registration, the aggregate offering price of the propose to sell Registrable Securities covered by with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such registration shall be or exceed $25,000,000 request, already effected three (without regard to underwriting discounts and commissions). (b3) Upon receipt Short-Form Registrations for the holders of any written request Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act2(c). Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Pubco is permitted to use any applicable short form. There will be no limit on form registration and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant For so long as Pubco is subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Pubco shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, ULSE may at any time and from time if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to time request the initiation Shelf Registration or (ii) the date as of an offering or sale of which all or part of the Registrable Securities registered thereunder (included in such registration are able to be sold within a “Shelf Take90-Down”)day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), from and after the time holders of Registrable Securities that hold (in the Company becomes eligible aggregate, together with such holder(s) Affiliates) greater than or equal to register securities issued by it on 5% of the Registrable Securities (each, a Form S-3 or any similar short-form registration statement, ULSE “Major Holder”) shall be entitled to request registrations under an unlimited number of Short-Form Registrations in which the Securities Act of Company shall pay all or part Registration Expenses; provided that the aggregate offering value of the Registrable Securities on Form S-3, if available requested to the Company, or be registered in any similar short-form registration statement (“Short-Form Demand Registrations” and, together with Registration must equal at least $5,000,000; provided that the LongCompany shall not be required to pay Registration Expenses of any Short-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request Registrations requested pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act1(c) in excess of two (2) such registrations in any twelve (12) month period. Demand Registrations will (including Long-Form Registrations, with it being understood that Long-Form Registrations on any applicable short form shall not be counted against the number of available requests under Section 1(b)) shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) form and if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Act. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject managing underwriters (if any) agree to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness use of a Short-Form Demand Registration. After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, ULSE may at any time and from time as amended (the “Exchange Act”), the Company shall use commercially reasonable efforts to time request make Short-Form Registrations on Form S-3 available for the initiation of an offering or sale of Registrable Securities. If the Company is qualified to and, pursuant to the request of the requesting Major Holder, has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 (the “Shelf Registration”), then the Company shall use commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and once effective, the Company shall use commercially reasonable efforts to cause such Shelf Registration to remain effective for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold pursuant to the Shelf Registration or part (ii) the date as of which all of the Registrable Securities registered thereunder (included in such registration are able to be sold within a “Shelf Take90-Down”)day period in compliance with Rule 144 under the Securities Act.

Short-Form Registrations. (a) In addition to The holders of a majority of the Long-Form Demand Registration provided pursuant to Section 2.1 aboveRegistrable Securities, from and after the time the Company becomes eligible to register securities issued by it on as a Form S-3 or any similar short-form registration statementgroup, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities registration on Form S-3, if available to the Company, or any similar short-form registration statement (each, a “Short-Form Demand Registrations” andRegistration”), together with in which the LongCompany shall pay Registration Expenses as provided in Section 6 of this Agreement; provided that, except in the case of one non-underwritten Short-Form Demand Registration (the “Excepted Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price value of the Registrable Securities covered by such registration shall requested to be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of registered in any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration Short-Form Registration which is qualified under Rule 415 under the Securities ActAct must be equal to at least $5,000,000 and which contemplates an underwritten offering must be equal to at least $10,000,000. The offering contemplated by the Excepted Registration shall not be underwritten. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such The Company shall use its best efforts to make Short-Form Demand RegistrationsRegistrations on Form S-3 available for the sale of Registrable Securities. Short-Form If a request for a Demand Registration rights is for a shelf registration pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 415 of the Securities Act. The , the Company shall use its reasonable best efforts to qualify and remain qualified keep such shelf registration continuously effective for up to register securities 9 months following such registration, but not later than the date on which all of the Registrable Securities covered by such shelf registration may be sold without limitation or restriction pursuant to a Form S-3 Rule 144 under the Securities Act (or any successor provision having similar short-form registration statement. Subject effect); provided, however, that prior to the Company not being eligible termination of such shelf registration prior to register securities on Form S-3the expiration of such maximum period for the reason that such Registrable Securities may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act or any successor provision having similar effect, the Company shall cause any Form S-3 or ASR first furnish to remain outstanding each holder of Registrable Securities participating in such shelf registration (i) an opinion, in form and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following substance reasonably satisfactory to the effectiveness holders of a Short-Form Demand Registrationmajority of the Registrable Securities, ULSE may at any time and from time of counsel for the Company reasonably satisfactory to time request the initiation holders of an offering or sale of all or part a majority of the Registrable Securities registered thereunder requesting such registration stating that such Registrable Securities are freely saleable without limitation or restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect) or (ii) a “Shelf TakeNo-Down”)Action Letter” from the staff of the Securities and Exchange Commission stating that the Securities and Exchange Commission would not recommend enforcement action if the Registrable Securities included in such shelf registration were sold in a public sale other than pursuant to an effective registration statement or Rule 144.

Short-Form Registrations. (a) In addition to The holders of a majority of the Long-Form Demand Registration provided pursuant to Section 2.1 aboveRegistrable Securities, from and after the time the Company becomes eligible to register securities issued by it on as a Form S-3 or any similar short-form registration statementgroup, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities registration on Form S-3, if available to the Company, or any similar short-form registration statement (each, a “Short-Form Demand Registrations” andRegistration”), together with in which the LongCompany shall pay Registration Expenses as provided in Section 6 of this Agreement; provided that, except in the case of one non-underwritten Short-Form Demand Registration (the “Excepted Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price value of the Registrable Securities covered by such registration shall requested to be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of registered in any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration Short-Form Registration which is qualified under Rule 415 under the Securities ActAct must be equal to at least $5,000,000 and which contemplates an underwritten offering must be equal to at least $10,000,000. The offering contemplated by the Excepted Registration shall not be underwritten. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such The Company shall use its best efforts to make Short-Form Demand RegistrationsRegistrations on Form S-3 available for the sale of Registrable Securities. Short-Form If a request for a Demand Registration rights is for a shelf registration pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 415 of the Securities Act. The , the Company shall use its reasonable best efforts to qualify and remain qualified keep such shelf registration continuously effective for up to register securities 9 months following such registration, but not later than the date on which all of the Registrable Securities covered by such shelf registration may be sold without limitation or restriction pursuant to a Form S-3 Rule 144 under the Securities Act (or any successor provision having similar short-form registration statement. Subject effect); provided, however, that prior to the Company not being eligible termination of such shelf registration prior to register securities on Form S-3the expiration of such maximum period for the reason that such Registrable Securities may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act or any successor provision having similar effect, the Company shall cause any Form S-3 or ASR first furnish to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder.each holder of Registrable Securities participating in such shelf registration (ci) Following an opinion, in form and substance reasonably satisfactory to the effectiveness holders of a Short-Form Demand Registrationmajority of the Registrable Securities, ULSE may at any time and from time of counsel for the Company reasonably satisfactory to time request the initiation holders of an offering or sale of all or part a majority of the Registrable Securities registered thereunder requesting such registration stating that such Registrable Securities are freely saleable without limitation or restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect) or (ii) a “Shelf TakeNo-Down”)Action Letter” from the staff of the Securities and Exchange Commission stating that the Securities and Exchange Commission would not recommend enforcement action if the Registrable Securities included in such shelf registration were sold in a public sale other than pursuant to an effective registration statement or Rule 144.

Short-Form Registrations. (ai) In addition The Company shall use its reasonable best efforts to the Long-Form Demand Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it qualify for registration on a Form S-3 or any comparable or successor form or forms or any similar short-form registration statement(a “Short-Form Registration”), ULSE and, if requested by the PEP Investor or its Affiliates that are Holders of Registrable Securities and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). At any time after termination of the Company Lock-Up Period, the PEP Investor and its Affiliates that are Holders of Registrable Securities shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Short-Form S-3Registrations, if available to the Company, or with respect to the Registrable Securities held by the PEP Investor and its Affiliates that are Holders of Registrable Securities in addition to the other registration rights provided in Section 2 and this Section 3. In no event shall the Company be obligated to effect any similar short-form shelf registration statement (“other than pursuant to a Short-Form Registration, subject to the immediately following sentence. If any Demand Registrations” and, together with Registration is proposed by the Longdemanding Holder(s) to be a Short-Form Demand Registration and an Underwritten Offering, and if the managing underwriter(s) shall advise the Company and the demanding Holder(s) that, in its good faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not required to be included in a Short-Form Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), then the aggregate offering price of Company shall file a registration statement on Form S-1 or supplement the Registrable Securities covered Short-Form Registration as reasonably requested by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissionsmanaging underwriter(s). (bii) Upon receipt of filing any written request pursuant to this Section 2.2Short-Form Registration, the Company will shall use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of keep such Short-Form Demand Registrations. Registration effective with the SEC at all times and to re-file such Short-Form Demand Registration rights pursuant upon its expiration, and to this Section 2.2 shall include automatic cooperate in any shelf registrations take-down, whether or not underwritten, by amending or supplementing any Prospectus related to such Short-Form Registration as may be reasonably requested by the PEP Investor or its Affiliates that are Holders of Registrable Securities or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer Registrable Securities. (“ASR”iii) if To the extent the Company is a “well-known seasoned issuer,” issuer (as defined under in Rule 405 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Company and such Demand Notice requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities ActAct and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to qualify remain a WKSI (and remain qualified not to register securities pursuant to a Form S-3 or similar short-form registration statementbecome an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. Subject to If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not being eligible to register securities on Form S-3a WKSI, the Company shall cause any use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or ASR to remain outstanding and shall renew any file a new Shelf Registration Statement on Form S-3 or ASR upon expiration or, if there are shares remaining unsold thereunder. (c) Following such form is not available, Form S-1, have such Shelf Registration Statement declared effective by the effectiveness of a SEC and keep such Registration Statement effective during the period during which such Short-Form Demand Registration, ULSE may at any time and from time Registration is required to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-Down”be kept effective in accordance with Section 3(f)(ii).

Short-Form Registrations. (a) In addition to the Long-Form Demand The Mandatory Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formform and, if applicable, the managing underwriters agree to the use of a Short-Form Registration, and the Company shall use its commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. There will The holders of at least a majority of the Registrable Securities requested to be no limit on included in the aggregate number of Mandatory Registration or any Demand Registration that is a Short-Form Registration may require the Company to file such Short-Form Demand RegistrationsRegistration with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). ShortThe Mandatory Registration shall be filed as a Shelf Registration. So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and usable for resale of Registrable Securities, the holders of at least 25% of the Registrable Securities shall be entitled to demand any number of draw-Form downs (including underwritten draw-downs, provided that the aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least $2 million) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations 1 (“ASR”) if including, without limitation, all actions referred to in Section 4 necessary to effectuate such sale in the Company is manner determined by the holders of at least a “well-known seasoned issuer,” as defined under Rule 405 majority of the Registrable Securities Actto be included in such underwritten draw-dxxx) as any holder reasonably requests. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities cause the registration statement or statements filed pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE Registration to remain effective until such date as is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may at be sold during any time and from time three month period without any restriction pursuant to time request Rule 144(k) promulgated under the initiation of Securities Act after taking into account any holders’ status as an offering or sale of all or part affiliate of the Registrable Securities registered thereunder (Company as determined by the counsel to the Company pursuant to a “Shelf Take-Down”)written opinion letter addressed to the Company’s transfer agent to such effect.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1B, from and after the time holders of a majority of the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Summit Investor Registrable Securities then outstanding shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” andRegistrations in which Holdings shall pay all Registration Expenses, together with the Long-Form Demand Registration, “Demand Registrations”)whether or not any such registration has become effective; provided, however, provided that with respect to any requests under this Section 2.2(a), the aggregate offering price value of the Summit Investor Registrable Securities covered by requested to be registered in any Short-Form Registration must be at least $1,000,000 (or any such registration shall lesser amount if all of the Summit Investor Registrable Securities are requested to be or exceed $25,000,000 (without regard to underwriting discounts and commissionsregistered). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Holdings is permitted to use any applicable short form. There will be no limit on form (unless Holdings is required to file a Long-Form Registration pursuant to Section 1B) and if the aggregate number of such managing underwriters (if any) agree to use a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant After Holdings has become subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Holdings shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to make Short -Form Registrations available for the sale of Registrable Securities. If the holders of a Form S-3 or similar short-form registration statement. Subject to majority of the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of Summit Investor Registrable Securities initially requesting a Short-Form Demand RegistrationRegistration request that such Short-Form Registration be filed pursuant to Rule 415, ULSE and if Holdings is qualified to do so, then Holdings shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof; provided that, if Holdings is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities requesting a Shelf Registration may at request that such Shelf Registration be an Automatic Shelf Registration Statement. If for any time reason Holdings is not a WKSI or becomes ineligible to utilize Form S-3, then Holdings shall prepare and from time to time request file with the initiation of an offering U.S. Securities and Exchange Commission (the “SEC”) one or more registration statements on such form that is available for the sale of all or part Registrable Securities. All Short-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Summit Investor Registrable Securities registered thereunder (a “Shelf Take-Down”)initially requesting registration.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), from and after the time holders of Registrable Securities, together with the holders of any other securities of the Company becomes eligible entitled to register inclusion in such registration, proposing to sell Registrable Securities and such other securities issued by it on a Form S-3 (if any) at an aggregate price to the public (net of any underwriters’ discounts or any similar short-form registration statement, ULSE commissions) of not less than twenty million dollars ($20,000,000) shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with in which the Long-Form Demand Registration, “Demand Registrations”)Company shall pay all Registration Expenses; provided, however, that with respect the Company shall not be obligated to effect any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, 1(c) if the Company will use its reasonable best efforts has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 pursuant to effect this Section 1(c). Notwithstanding anything contained herein to the registration under the Securities Act. contrary, Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if After the Company is a “well-known seasoned issuer,” as defined under Rule 405 has become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act. The ”), the Company shall use its reasonable best efforts to qualify and remain make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If the Company is qualified to register securities and, pursuant to the request of the holders of a majority of Registrable Securities entitled to demand a registration as permitted above, has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 or similar short-form registration statement. Subject pursuant to Rule 415 under the Securities Act (the “Required Registration”), the Company not being eligible shall use its reasonable best efforts to register securities on Form S-3cause the Required Registration to be declared effective under the Securities Act as soon as practical after filing, and once effective, the Company shall cause any Form S-3 or ASR such Required Registration to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. effective for a period ending on the earlier of (ci) Following the effectiveness of a Short-Form Demand date on which all Registrable Securities have been sold pursuant to the Required Registration, ULSE may at any time and from time to time request or (ii) the initiation date as of an offering or sale which the holders of all or part of the Registrable Securities registered thereunder that properly requested such Required Registration are able to sell all of their Registrable Securities then held by them within the three (a 3) month period immediately succeeding such date in compliance with Rule 144 under the Securities Act (the “Shelf Take-DownEffective Period”).

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), from and after the time the Company becomes eligible to register securities issued by it Advisor, on a Form S-3 behalf of any or any similar short-form registration statementall Investors, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Registrations for Demand Registrations” and, together with the LongRegistrable Securities in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Demand Registrable Securities, together with respect the holders of any other securities of Pubco entitled to any requests under this Section 2.2(a)inclusion in such Short-Form Registration, the aggregate offering price of the propose to sell Demand Registrable Securities covered by such registration shall be or exceed with an aggregate market price at the time of request of less than $25,000,000 5,000,000, (without regard to underwriting discounts and commissions). ii) if Pubco has already effected three (b3) Upon receipt Short-Form Registrations (which became effective) for the holders of any written request Demand Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.22(c), or (iii) if Pubco has already effected a Demand Registration (which became effective) in the Company will use its reasonable best efforts to effect the registration under the Securities Actpreceding 90-day period. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Pubco is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Registration and if the managing underwriters (if any) agree to the use of a Short-Form Demand Registration rights pursuant Registration. For so long as Pubco is subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Pubco shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a make Short-Form Demand Registration, ULSE may at any time Registrations available for the offer and from time to time request the initiation of an offering or sale of all or part Demand Registrable Securities. If Pubco is qualified to and, pursuant to the request of the Registrable Advisor, has filed with the Commission a Registration Statement under the Securities registered thereunder Act on Form S-3 pursuant to Rule 415 (a “Shelf Take-DownRegistration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Demand Registrable Securities included in such Registration have been sold or distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Demand Registrable Securities included in such Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and, in the case of Demand Registrable Securities issuable upon the exercise of Warrants, assuming the exercise of such Warrants for cash). If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. (ai) In addition to the Long-Long Form Demand Registration Registrations provided pursuant to Section 2.1 above2.1(b), from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE each Key Holder shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Short Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts shall effect such Short Form Registrations pursuant to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever Section 2.4 and the Company is permitted to use shall pay all Expenses in connection with any applicable short form. There will be no limit on the aggregate number of such Short-Short Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities ActRegistration. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a make Short Form Registrations on Form S-3 available for the sale of Registrable Securities and if Short Form Registrations on Form S-3 are available for the sale of Registerable Securities, Berkshire may only request registration on Form S-3 and not on Form S-1. (ii) At any time that any Short Form Registration is effective, if any Holder or similar short-form registration statement. Subject group of Holders holding Registrable Securities delivers a notice to the Company not being eligible (a “Take-Down Notice”) stating that it intends to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of effect an underwritten offering or sale distribution of all or part of the its Registrable Securities registered thereunder included by it on any Short Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the Short Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders thereof pursuant to this Section 2.1(c)(ii)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down”Down Notice, deliver such notice to all other Holders of Registrable Securities included in any Short Form Registration and permit each Holder to include its Registrable Securities included on a Short Form Registration in the Shelf Offering if such Holder notifies the proposing Holders and the Company within two (2) Business Days after delivery of the Take-Down Notice to such Holder, and in the event that the managing underwriter advises the Holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2.2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2.1(d). (iii) Notwithstanding the foregoing, if either of Berkshire or Xxxxxxx Xxxxx wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement on Form S-3 (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Initiating Holder only needs to notify the Company of the Underwritten Block Trade not less than (i) five (5) Business Days prior to the day such offering is first anticipated to commence, in the case of a take-down from an already existing Shelf Registration Statement on Form S-3, or (ii) twenty (20) Business Days prior to the day such offering is first anticipated to commence, in the case of filing a new Shelf Registration Statement on Form S-3. Berkshire and Xxxxxxx Sachs must elect whether or not to participate in such Underwritten Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Holders with respect to the provision of necessary information) to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided that the Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of offering documents related to the Underwritten Block Trade. For the avoidance of doubt, Holders other than Berkshire and Xxxxxxx Xxxxx shall not be entitled to demand, receive notice of, or to elect to participate in, a Underwritten Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Underwritten Block Trade.

Short-Form Registrations. (a) In addition Subject to the Long-Form Demand Registration provided pursuant qualifications set forth herein and subject to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under limitations that the Securities Act of all or part of the Registrable Securities on Form S-3and Exchange Commission may impose, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (bi) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities and HOVRS Registrable Securities requested to be no limit on sold) and (ii) the aggregate number of Clearlake Investors may, in connection with any Demand Registration requested by such holders that is a Short-Form Registration, require the Company to use its commercially reasonable efforts to file such Short-Form Demand Registrations. Short-Form Demand Registration rights with the Securities and Exchange Commission in accordance with and pursuant to this Section 2.2 shall include automatic shelf registrations Rule 415 under the Securities Act (“ASR”or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a “well-known seasoned issuer,” Shelf Registration”). Notwithstanding anything in this Agreement to the contrary, if the Securities and Exchange Commission refuses to declare a registration statement filed pursuant to this Agreement effective as defined a valid secondary offering under Rule 405 415 due to the number of Registrable Securities and HOVRS Registrable Securities included in such registration statement relative to the number of shares of Common Stock outstanding or the number of outstanding shares of Common Stock held by non-affiliates or for any other reason, then, without any liability under this Agreement or any further obligation to register such excess Registrable Securities and HOVRS Registrable Securities, the Company shall be permitted to reduce the number of Registrable Securities and HOVRS Registrable Securities included in such registration statement (pro rata, based on the number of shares requested to be registered, among the holders of such Registrable Securities and HOVRS Registrable Securities) to an amount that does not exceed an amount that the Securities Actand Exchange Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415. The Company shall use its reasonable best efforts not be liable for damages under this Agreement as to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (or HOVRS Registrable Securities which are not permitted by the Securities and Exchange Commission to be included in a “Shelf Take-Down”)registration statement due to Securities and Exchange Commission guidance relating to Rule 415.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), from each of (i) the Majority Presto Investors, on behalf of any and after all Presto Investors, (ii) the time Majority Silver Rock Investors, on behalf of any and all Silver Rock Investors, and (iii) the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statementSponsors, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that with respect Pubco shall not be obligated to effect any requests under this Section 2.2(a), such Short-Form Registration: (x) if Pubco has already effected three Short-Form Registrations (which became effective) for the aggregate offering price holders of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request requesting a Short-Form Registration pursuant to this Section 2.22(c), or (y) if Pubco has already effected a Demand Registration (which became effective) in the Company will use its reasonable best efforts to effect the registration under the Securities Actpreceding 90-day period. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Pubco is permitted to use any applicable short form. There will be no limit on form registration and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant For so long as Pubco is subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Pubco shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, ULSE may at any time and from time if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to time request the initiation Shelf Registration or (ii) the date as of an offering or sale of which all or part of the Registrable Securities registered thereunder included in such registration are able to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a “Shelf Take-Down”)WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. (ai) In addition to the Long-Long Form Demand Registration Registrations provided pursuant to Section 2.1 above2.1(b), from and after the time the Company becomes eligible to register securities issued by it on each Sponsor Stockholder or a Form S-3 or any similar short-form registration statement, ULSE group of Sponsor Stockholders shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Short Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts shall effect such Short Form Registrations pursuant to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever Section 2.4 and the Company is permitted to use shall pay all Expenses in connection with any applicable short form. There will be no limit on the aggregate number such Short Form Registration that covers Registrable Securities with a value of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Actat least $5,000,000. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a make Short Form Registrations on Form S-3 available for the sale of Registrable Securities and if Short Form Registrations on Form S-3 are ​ ​ available for the sale of Registerable Securities, each Sponsor Stockholder may only request registration on Form S-3. (ii) At any time that any Short Form Registration is effective, if any Holder or similar short-form registration statement. Subject group of Holders holding Registrable Securities delivers a notice to the Company not being eligible (a “Take-Down Notice”) stating that it intends to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of effect an underwritten offering or sale distribution of all or part of the its Registrable Securities registered thereunder included by it on any Short Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the Short Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders thereof pursuant to this Section 2.1(c)(ii)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down”Down Notice, deliver such notice to all other Holders of Registrable Securities included in any Short Form Registration and permit each Holder to include its Registrable Securities included on a Short Form Registration in the Shelf Offering if such Holder notifies the proposing Holders and the Company within 2 Business Days after delivery of the Take-Down Notice to such Holder, and in the event that the managing underwriter advises the Holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2.2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2.1(d). (iii) Notwithstanding the foregoing, if any Sponsor Stockholder wishes to engage in a Block Trade off of a Shelf Registration Statement on Form S-3 (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Initiating Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Holders that did not initiate the Block Trade. The Holders must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Holders with respect to the provision of necessary information) to facilitate such Block Trade (which may close as early as two (2) Business Days after the date it commences), provided, that in the case of such Block Trade, only Sponsor Stockholders shall have a right to notice and to participate, and provided, further, that the Sponsor Stockholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of offering documents related to the Block Trade. For the avoidance of doubt, Holders other than the Sponsor Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Block Trade.

Short-Form Registrations. (ai) In addition to the Long-Long Form Demand Registration Registrations provided pursuant to Section 2.1 above2.1(b), from and after the time the Company becomes eligible to register securities issued by it on each Sponsor Stockholder or a Form S-3 or any similar short-form registration statement, ULSE group of Sponsor Stockholders shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Short Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts shall effect such Short Form Registrations pursuant to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever Section 2.4 and the Company is permitted to use shall pay all Expenses in connection with any applicable short form. There will be no limit on the aggregate number such Short Form Registration that covers Registrable Securities with a value of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Actat least $5,000,000. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a make Short Form Registrations on Form S-3 available for the sale of Registrable Securities and if Short Form Registrations on Form S-3 are available for the sale of Registerable Securities, each Sponsor Stockholder may only request registration on Form S-3. (ii) At any time that any Short Form Registration is effective, if any Holder or similar short-form registration statement. Subject group of Holders holding Registrable Securities delivers a notice to the Company not being eligible (a “Take-Down Notice”) stating that it intends to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of effect an underwritten offering or sale distribution of all or part of the its Registrable Securities registered thereunder included by it on any Short Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the Short Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders thereof pursuant to this Section 2.1(c)(ii)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down”Down Notice, deliver such notice to all other Holders of Registrable Securities included in any Short Form Registration and permit each Holder to include its Registrable Securities included on a Short Form Registration in the Shelf Offering if such Holder notifies the proposing Holders and the Company within 2 Business Days after delivery of the Take-Down Notice to such Holder, and in the event that the managing underwriter advises the Holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2.2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2.1(d). (iii) Notwithstanding the foregoing, if any Sponsor Stockholder wishes to engage in a Block Trade off of a Shelf Registration Statement on Form S-3 (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Initiating Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Holders that did not initiate the Block Trade. The Holders must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Holders with respect to the provision of necessary information) to facilitate such Block Trade (which may close as early as two (2) Business Days after the date it commences), provided, that in the case of such Block Trade, only Sponsor Stockholders shall have a right to notice and to participate, and provided, further, that the Sponsor Stockholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of offering documents related to the Block Trade. For the avoidance of doubt, Holders other than the Sponsor Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Block Trade.

Short-Form Registrations. (ai) In addition to the Long-Long Form Demand Registration Registrations provided pursuant to Section 2.1 above2.1(b), from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE each Key Holder shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Short Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts shall effect such Short Form Registrations pursuant to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever Section 2.4 and the Company is permitted to use shall pay all Expenses in connection with any applicable short form. There will be no limit on the aggregate number of such Short-Short Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities ActRegistration. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a make Short Form Registrations on Form S-3 available for the sale of Registrable Securities and if Short Form Registrations on Form S-3 are available for the sale of Registerable Securities, Advent, Spectrum and the Xxxxxx Holder may only request registration on Form S-3. (ii) At any time that any Short Form Registration is effective, if any Holder or similar short-form registration statement. Subject group of Holders holding Registrable Securities delivers a notice to the Company not being eligible (a “Take-Down Notice”) stating that it intends to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of effect an underwritten offering or sale distribution of all or part of the its Registrable Securities registered thereunder included by it on any Short Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the Short Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders thereof pursuant to this Section 2.1(c)(ii)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down”Down Notice, deliver such notice to all other Holders of Registrable Securities included in any Short Form Registration and permit each Holder to include its Registrable Securities included on a Short Form Registration in the Shelf Offering if such Holder notifies the proposing Holders and the Company within 2 Business Days after delivery of the Take-Down Notice to such Holder, and in the event that the managing underwriter advises the Holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2.2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2.1(d). (iii) Notwithstanding the foregoing, if any of Advent, Spectrum, the Xxxxxx Holder or 22C wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement on Form S-3 (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Initiating Holder only needs to notify the Company of the Underwritten Block Trade not less than (i) two (2) business days prior to the day such offering is first anticipated to commence, in the case of a take-down from an already existing Shelf Registration Statement on Form S-3, or (ii) twenty days (20) business days prior to the day such offering is first anticipated to commence, in the case of filing a new Shelf Registration Statement on Form S-3. Advent, Spectrum, the Xxxxxx Holder and 22C must elect whether or not to participate in such Underwritten Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Holders with respect to the provision of necessary information) to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), provided, that the Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of offering documents related to the Underwritten Block Trade. For the avoidance of doubt, Holders other than Advent, Spectrum, the Xxxxxx Holder and 22C shall not be entitled to demand, receive notice of, or to elect to participate in, a Underwritten Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Underwritten Block Trade.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided Requests for registration of Registrable Securities pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it 9.1(a) will be on a Form S-3 or any similar short-or successor short form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short short-form. There The Company will be no limit on the aggregate number of such use its reasonable best efforts to continue to make Short-Form Demand RegistrationsRegistrations available for the sale of Registrable Securities. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if To the extent the Company is a “well-known seasoned issuer,” (as defined under in Rule 405 of under the Securities Act) (a “WKSI”), the Company will file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act (“Automatic Shelf Registrations”)) on Form S-3, which covers those Registrable Securities which are requested to be sold. The Company shall will use its reasonable best efforts to qualify remain a WKSI and not become an ineligible issuer (as defined in Rule 405 under the Securities Act) during the period during which such Automatic Shelf Registration is required to remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statementeffective. Subject to If the Company does not being eligible to register securities on Form S-3pay the filing fee covering the Registrable Securities at the time the Automatic Shelf Registration is filed, the Company shall cause any Form S-3 agrees to pay such fee at such time or ASR times as the Registrable Securities are to remain be sold. If the Automatic Shelf Registration has been outstanding and shall renew any Form S-3 or ASR upon expiration for at least three (3) years, at the end of the third year, if there are shares remaining unsold thereunder. (c) Following eligible, the effectiveness of Company will refile a Short-Form Demand Registration, ULSE may new Automatic Shelf Registration covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status and from time the Company determines that it is not a WKSI, the Company will promptly give written notice to time request all Registrable Securities Holders and use its reasonable best efforts to refile the initiation of an offering or sale of all or part of Shelf Registration on Form S-3 or, if such form is not available, Form S-1, and use the Company’s reasonable best efforts to have such registration statement declared effective as promptly as practicable after the date the Automatic Shelf Registration is no longer useable by the Registrable Securities registered thereunder (a “Holders to sell their Registrable Securities and to keep such registration statement effective during the period during which such registration statement is required to be kept effective. The Company will, at the request of any Registrable Securities Holder, file any post-effective amendments to such Automatic Shelf Take-Down”)Registration and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Registrable Securities Holder.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), from each of (i) the Investors holding a majority of the Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares and after (iii) the time Investors holding a majority of the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE PIPE Shares shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Registrable Securities, together with respect the holders of any other securities of Pubco entitled to any requests under this Section 2.2(a)inclusion in such Short-Form Registration, the aggregate offering price of the propose to sell Registrable Securities covered by with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such registration shall be or exceed $25,000,000 request, already effected three (without regard to underwriting discounts and commissions). (b3) Upon receipt Short-Form Registrations for the holders of any written request Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act2(c). Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Pubco is permitted to use any applicable short form. There will be no limit on form registration and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant For so long as Pubco is subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Pubco shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, ULSE may at any time and from time if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to time request the initiation Shelf Registration or (ii) the date as of an offering or sale of which all or part of the Registrable Securities registered thereunder (included in such registration are able to be sold within a “Shelf Take90-Down”).day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), from each of (i) the Majority Presto Investors, on behalf of any and after all Presto Investors, (ii) the time Majority [***] Investors, on behalf of any and all [***] Investors, and (iii) the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statementSponsors, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that with respect Pubco shall not be obligated to effect any requests under this Section 2.2(a), such Short-Form Registration: (x) if Pubco has already effected three (3) Short-Form Registrations (which became effective) for the aggregate offering price holders of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request requesting a Short-Form Registration pursuant to this Section 2.22(c), or (y) if Pubco has already effected a Demand Registration (which became effective) in the Company will use its reasonable best efforts to effect the registration under the Securities Actpreceding 90-day period. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Pubco is permitted to use any applicable short form. There will be no limit on form registration and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant For so long as Pubco is subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Pubco shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, ULSE may at any time and from time if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to time request the initiation Shelf Registration or (ii) the date as of an offering or sale of which all or part of the Registrable Securities registered thereunder included in such registration are able to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a “Shelf Take-Down”)WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. (a) In addition to the Long-Long Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Initiating Holders shall be entitled to request registrations under an unlimited number of Short Form Registrations. After the Company has become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company shall use all or part commercially reasonable efforts to make Short-Form Registrations available for the sale of Registrable Securities. Notwithstanding the Registrable Securities on Form S-3foregoing, if Short-Form Registrations are not available to the Company due to the Company’s actions or omissions, or any similar shortthen upon request of the Initiating Holders the Company will use all commercially reasonable efforts to effect a Demand Registration under this Section 1(c) by means of a Long-form registration statement Form Registration and such Long-Form Registration shall not count as one of the permitted Long-Form Registrations pursuant to Section 1(b). In no event shall the Company be obligated to effect more than two (“2) Short-Form Demand Registrations” and, together Registrations during any twelve (12) month period. The Company shall pay all Registration Expenses in connection with any registration initiated as a Short-Form Registration whether or not it has become effective. The Company shall file a registration statement in connection with any Short-Form Registration with the Long-Form SEC within twenty (20) days following its receipt of the Initiating Holder’s notice requesting such Demand Registration, “Demand Registrations”. The Company agrees to use all commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as possible after its filing with the SEC; and (iii) keep such registration statement continuously effective with the SEC for the lesser of: (A) one-hundred-eighty (180) days (which 180-day period shall be extended by the number of days that the sale of Registrable Securities is suspended as described in Section 4(b)); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the or (B) until all Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions)statement have been sold. (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Act. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-Down”).

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above7.2(b), from RDLT, on behalf of any or all Sxxxxxx Parties, and after the time the Company becomes eligible to register securities issued by it MPT (on a Form S-3 or any similar short-form registration statement, ULSE its own behalf) shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Registrations for Demand Registrations” and, together with Registrable Securities in which the LongCompany shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that the Company shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Demand Registrable Securities, together with respect to the holders of any requests under this Section 2.2(a), the aggregate offering price other securities of the Company entitled to inclusion in such Short-Form Registration, propose to sell Demand Registrable Securities covered by such registration shall be or exceed with an aggregate market price at the time of request of less than $25,000,000 25,000,000, (without regard to underwriting discounts and commissions). ii) if the Company has already effected three (b3) Upon receipt Short-Form Registrations (which became effective) for the holders of any written request Demand Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.27.2(c), or (iii) if the Company will use its reasonable best efforts to effect has already effected a Demand Registration (which became effective) in the registration under the Securities Actpreceding 90-day period. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Registration and if the managing underwriters (if any) agree to the use of a Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if Registration. For so long as the Company is a “well-known seasoned issuer,” as defined under Rule 405 subject to the reporting requirements of the Securities Exchange Act. The , the Company shall use its reasonable best efforts to qualify make Short-Form Registrations available for the offer and remain sale of Demand Registrable Securities. If the Company is qualified to register securities and, pursuant to the request of RDLT, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if the Company is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, the Company shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, if necessary) for a period ending on the earlier of (i) the date on which all Demand Registrable Securities included in such Registration have been sold or similar short-form registration statement. Subject distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Demand Registrable Securities included in such Registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise). If for any reason the Company not being eligible ceases to register securities on be a WKSI or becomes ineligible to utilize Form S-3, the Company shall cause any Form S-3 prepare and file with the Commission a Registration Statement or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following Registration Statements on such form that is available for the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-Down”)Securities.

Short-Form Registrations. (a) In addition Subject to the Long-Form Demand Registration provided pursuant qualifications set forth herein and subject to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under limitations that the Securities Act of all or part of the Registrable Securities on Form S-3and Exchange Commission may impose, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (bi) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will short-form (unless the managing underwriter(s) of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable Securities requested to be no limit on sold) and (ii) the aggregate number of Sponsors may, in connection with any Demand Registration requested by such holders that is a Short-Form Registration, require the Company to use its commercially reasonable efforts to file such Short-Form Demand Registrations. Short-Form Demand Registration rights with the Securities and Exchange Commission in accordance with and pursuant to this Section 2.2 shall include automatic shelf registrations Rule 415 under the Securities Act (“ASR”or any successor rule then in effect) including, if the Company is then eligible, as an automatic shelf registration statement (any such Short-Form Registration, a “well-known seasoned issuer,” Shelf Registration”). Notwithstanding anything in this Agreement to the contrary, if the Securities and Exchange Commission refuses to declare a registration statement filed pursuant to this Agreement effective as defined a valid secondary offering under Rule 405 415 due to the number of Registrable Securities included in such registration statement relative to the number of shares of Common Stock outstanding or the number of outstanding shares of Common Stock held by non-affiliates or for any other reason, then, without any liability under this Agreement or any further obligation to register such excess Registrable Securities, the Company shall be permitted to reduce the number of Registrable Securities included in such registration statement to an amount that does not exceed an amount that the Securities Actand Exchange Commission allows for the offering thereunder to qualify as a valid secondary offering under Rule 415. The Company shall use its reasonable best efforts not be liable for damages under this Agreement as to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (which are not permitted by the Securities and Exchange Commission to be included in a “Shelf Take-Down”)registration statement due to Securities and Exchange Commission guidance relating to Rule 415.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), from each of (i) the Majority TOI Investors, on behalf of any and after all TOI Investors and (ii) the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Majority Deerfield Investors shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (x) if the holders of Registrable Securities, together with respect the holders of any other securities of Pubco entitled to any requests under this Section 2.2(a)inclusion in such Short-Form Registration, the aggregate offering price of the propose to sell Registrable Securities covered by such registration shall be or exceed with an aggregate market price at the time of request of less than $25,000,000 25,000,000, (without regard to underwriting discounts and commissions). y) if Pubco has already effected three (b3) Upon receipt Short-Form Registrations (which became effective) for the holders of any written request Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.22(c), or (z) if Pubco has already effected a Demand Registration (which became effective) in the Company will use its reasonable best efforts to effect the registration under the Securities Actpreceding 90-day period. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Pubco is permitted to use any applicable short form. There will be no limit on form registration and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant For so long as Pubco is subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Pubco shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, ULSE may at any time and from time if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to time request the initiation Shelf Registration or (ii) the date as of an offering or sale of which all or part of the Registrable Securities registered thereunder included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a “Shelf Take-Down”)WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. (ai) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Act. The Company Issuer shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration statement(a “Short-Form Registration”), and, if requested by Continuing LLC Investor, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to Rule 415 under the Securities Act or otherwise (a “Shelf Registration Statement”). Subject At any time after termination of the Lock-up Period and from time to time, Continuing LLC Investor shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company Issuer, with respect to the Registrable Securities held by the Holders, in addition to the other registration rights provided in Section 2 and this Section 3. If any Demand Registration is proposed by the demanding Holder to be a Short-Form Registration and an Underwritten Offering, and if the managing underwriter(s) shall advise the Issuer and Continuing LLC Investor, in its good faith opinion, it is of material importance to the success of such proposed offering to file a registration statement on Form S-1 (or any successor or similar registration statement) or to include in such registration statement information not being eligible required to register securities be included in a Short-Form Registration, then the Issuer shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). No such registration nor any other Short-Form Registration shall count as a Demand Registration for purposes of calculating how many Demand Registrations Continuing LLC Investor has initiated pursuant to the provisions of this Section 3. (ii) Upon filing any Short-Form Registration, the Issuer shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing any Prospectus related to such Short-Form Registration as may be reasonably requested by Continuing LLC Investor or as otherwise required, until such time as all Registrable Securities that could be sold pursuant to such Short-Form Registration have been sold or are no longer Registrable Securities. To the extent that the Issuer becomes ineligible to use Form S-3, the Company Issuer shall cause any file a “shelf” registration statement on Form S-3 or ASR S-1 not later than 15 days after the date of such ineligibility and use its reasonable best efforts to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunderhave such registration statement declared effective as promptly as practicable. (ciii) Following To the effectiveness of extent the Issuer is a well-known seasoned issuer (as defined in Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to the Issuer and such Demand RegistrationNotice requests that the Issuer file a Shelf Registration Statement, ULSE may the Issuer shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers the number of Registrable Securities which are requested to be registered. If registering a number of Registrable Securities, the Issuer shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Issuer shall use its reasonable best efforts to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. If at any time and from time to time request following the initiation filing of an offering Automatic Shelf Registration Statement when the Issuer is required to re-evaluate its WKSI status the Issuer determines that it is not a WKSI, the Issuer shall use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or sale of all or part of file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, have such Shelf Registration Statement declared effective by the Registrable Securities registered thereunder (a “Shelf TakeSEC and keep such Registration Statement effective during the period during which such Short-Down”Form Registration is required to be kept effective in accordance with Section 3(f)(ii).

Short-Form Registrations. (ai) In addition The Company shall use its reasonable best efforts to the Long-Form Demand Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it file a registration statement on a Form S-3 or any similar short-comparable or successor form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, forms or any similar short-form registration statement (a “Short-Form Demand Registrations” and, together with Registration”) prior to the Long-Form Demand Registration, “Demand Registrations”); provided, however, that expiration of the Holding Period with respect to any requests under this Section 2.2(a)Fund VIII and the Golden Gate Investors, and such Short-Form Registration shall be a “shelf” registration statement providing for the aggregate offering price registration of, and the sale on a continuous or delayed basis of the Registrable Securities covered by such Securities, pursuant to Rule 415 or otherwise (a “Shelf Registration Statement”). In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. The Company shall be or exceed $25,000,000 pay all expenses (without regard subject to underwriting discounts and commissions)in accordance with Section 4) in connection with any Short-Form Registration. (bii) Upon receipt of filing any written request pursuant to this Section 2.2Short-Form Registration, the Company will shall use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of keep such Short-Form Demand Registrations. Registration effective with the Commission at all times and to re-file such Short-Form Demand Registration rights pursuant upon its expiration, and to this Section 2.2 shall include automatic cooperate in any shelf registrations take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by an Investor Holder, or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. (“ASR”iii) if To the extent the Company is a “well-known seasoned issuer,” issuer (as defined under in Rule 405 405) (a “WKSI”) at the time it files the Shelf Registration Statement pursuant to Section 1(c)(i) or at any time thereafter, the Company shall file an automatic shelf registration statement (as defined in Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities ActAct and the rules and regulations of the Commission thereunder, which covers those Registrable Securities which are requested to be registered. The Company shall pay the registration fee for all Registrable Securities to be registered pursuant to an Automatic Shelf Registration Statement at the time of filing of the Automatic Shelf Registration Statement and shall not elect to pay any portion of the registration fee on a deferred basis. The Company shall use its reasonable best efforts to qualify remain a WKSI (and remain qualified not to register securities pursuant to a Form S-3 or similar short-form registration statementbecome an ineligible issuer (as defined in Rule 405)) during the period during which any Automatic Shelf Registration Statement is effective. Subject to If at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not being eligible to register securities on Form S-3a WKSI, the Company shall cause any use its reasonable best efforts to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or ASR to remain outstanding and shall renew any file a new Shelf Registration Statement on Form S-3 or ASR upon expiration or, if there are shares remaining unsold thereunder. (c) Following such form is not available, Form S-1, have such Shelf Registration Statement declared effective by the effectiveness of a Commission and keep such Registration Statement effective during the period during which such Short-Form Demand Registration, ULSE may at any time and from time Registration is required to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-Down”be kept effective in accordance with Section 1(c)(ii).

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), from each of (i) the Majority Careamax Investors, on behalf of any and after all Caremax Investors, (ii) the time Majority IMC Investors, on behalf of any and all IMC Investors, and (iii) the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Majority Deerfield Investors shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Registrable Securities, together with respect the holders of any other securities of Pubco entitled to any requests under this Section 2.2(a)inclusion in such Short-Form Registration, the aggregate offering price of the propose to sell Registrable Securities covered by such registration shall be or exceed with an aggregate market price at the time of request of less than $25,000,000 5,000,000, (without regard to underwriting discounts and commissions). ii) if Pubco has already effected three (b3) Upon receipt Short-Form Registrations (which became effective) for the holders of any written request Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.22(c), or (iii) if Pubco has already effected a Demand Registration (which became effective) in the Company will use its reasonable best efforts to effect the registration under the Securities Actpreceding 90-day period. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Pubco is permitted to use any applicable short form. There will be no limit on form registration and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant For so long as Pubco is subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Pubco shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, ULSE may at any time and from time if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to time request the initiation Shelf Registration or (ii) the date as of an offering or sale of which all or part of the Registrable Securities registered thereunder included in such registration are able to be sold within a 90-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a “Shelf Take-Down”)WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), from each of (i) the Investors holding a majority of the Common Units not held by Pubco, (ii) the Investors holding a majority of the Founder Shares, (iii) the Investors holding a majority of the PIPE Shares and after (iv) the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statementOEP Parties, ULSE in each case, shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that Pubco shall not be obligated to effect any such Short-Form Registration: (i) if the holders of Registrable Securities, together with respect the holders of any other securities of Pubco entitled to any requests under this Section 2.2(a)inclusion in such Short-Form Registration, the aggregate offering price of the propose to sell Registrable Securities covered by with an aggregate market price at the time of request of less than $5,000,000, or (ii) if Pubco has, within the twelve (12) month period preceding the date of such registration shall be or exceed $25,000,000 request, already effected three (without regard to underwriting discounts and commissions). (b3) Upon receipt Short-Form Registrations for the holders of any written request Registrable Securities requesting a Short-Form Registration pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act2(c). Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Pubco is permitted to use any applicable short form. There will be no limit on form registration and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant For so long as Pubco is subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Pubco shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, ULSE may at any time and from time if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to time request the initiation Shelf Registration or (ii) the date as of an offering or sale of which all or part of the Registrable Securities registered thereunder (included in such registration are able to be sold within a “Shelf Take90-Down”)day period in compliance with Rule 144 under the Securities Act. If for any reason Pubco ceases to be a WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. (a1) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 aboveAt all times, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Act. The Company ADS shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a “Short-Form Demand Registration”), ULSE may at and, if requested by the Major Stockholder and available to ADS, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Securities, pursuant to SEC Rule 415 or otherwise (a “Shelf Registration Statement”). At any time and from time to time time, the Major Stockholder shall be entitled to request the initiation of an offering or sale of all or part of Short-Form Registrations, if available to ADS, with respect to the Registrable Securities registered thereunder held by the Major Stockholder and its Affiliates in addition to the other registration rights provided herein. In no event shall ADS be obligated to effect any shelf registration other than pursuant to a Short-Form Registration, subject to the immediately following sentence. Upon filing any Short-Form Registration, ADS shall use its reasonable best efforts to keep such Short-Form Registration effective with the SEC at all times and to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by the Major Stockholder or as otherwise required, until such time as all Registrable Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding. To the extent that ADS becomes ineligible to use Form S-3, ADS shall file a “shelf” registration statement on Form S-1 not later than 45 days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. Notwithstanding the foregoing or anything else to the contrary, (A) no Short-Form Registration pursuant to this Section 2.1(i)(1) shall be required unless the Major Stockholder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters’ discounts or commissions) of at least $50,000,000, and (B) the Major Stockholder shall have the right to demand that ADS effect a registration (including a shelf take-down) pursuant to this Section 2.1(i) no more than four (4) times in any twelve (12) month period. (2) To the extent ADS is a well-known seasoned issuer (as defined in SEC Rule 405) (a “WKSI”) at the time any Demand Notice for a Short-Form Registration is submitted to ADS, and such Demand Notice requests that ADS file a Shelf TakeRegistration Statement, ADS shall file an automatic shelf registration statement (as defined in SEC Rule 405) on Form S-3 (an “Automatic Shelf Registration Statement”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers the number or class of Registrable Securities which are requested to be registered. ADS shall use its reasonable best efforts to remain a WKSI and not to become an ineligible issuer (as defined in SEC Rule 405) during the period during which any Automatic Shelf Registration Statement is effective. After an Automatic Shelf Registration Statement has been filed, if ADS is required at any time to re-Down”evaluate its WKSI status and determines that it is no longer a WKSI, ADS shall use its reasonable best efforts to (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3 or, if such form is not available, Form S-1, (B) have such Shelf Registration Statement declared effective by the SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 2.1(i)(1). To the extent that ADS is eligible to file an Automatic Shelf Registration Statement, and the Major Stockholder notifies ADS that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and ADS does not have an Automatic Shelf Registration Statement related to the Registrable Securities, ADS shall use its commercially reasonable efforts to file an Automatic Shelf Registration Statement within ten (10) calendar days of such notification by the Major Stockholder.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above2(b), from each of (i) the Majority Presto Investors, on behalf of any and after all Presto Investors, (ii) the time Majority Metropolitan Parties, on behalf of any and all Metropolitan Parties, and (iii) the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statementSponsors, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the LongRegistrations in which Pubco shall pay all Registration Expenses whether or not any such Short-Form Demand Registration, “Demand Registrations”)Registration has become effective; provided, however, that with respect Pubco shall not be obligated to effect any requests under this Section 2.2(a), such Short-Form Registration: (x) if Pubco has already effected three Short-Form Registrations (which became effective) for the aggregate offering price holders of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request requesting a Short-Form Registration pursuant to this Section 2.22(c), or (y) if Pubco has already effected a Demand Registration (which became effective) in the Company will use its reasonable best efforts to effect the registration under the Securities Actpreceding 90-day period. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Pubco is permitted to use any applicable short form. There will be no limit on form registration and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand RegistrationsRegistration. Short-Form Demand Registration rights pursuant For so long as Pubco is subject to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 reporting requirements of the Securities Exchange Act. The Company , Pubco shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a make Short-Form Demand Registrations available for the offer and sale of Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities, has filed with the Commission a Registration Statement under the Securities Act on Form S-3 pursuant to Rule 415 (a “Shelf Registration”), then Pubco shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act as soon as practicable after filing, and, if Pubco is a WKSI at the time of any such request, to cause such Shelf Registration to be an Automatic Shelf Registration Statement, and once effective, Pubco shall cause such Shelf Registration to remain effective (including by filing a new Shelf Registration, ULSE may at any time and from time if necessary) for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or distributed pursuant to time request the initiation Shelf Registration or (ii) the date as of an offering or sale of which all or part of the Registrable Securities registered thereunder included in such registration are able to be sold within a 45-day period in compliance with Rule 144 under the Securities Act (without any restrictions as to volume or the manner of sale or otherwise and without the requirement for Pubco to be in compliance with the current public information required under Rule 144(c)(i) or Rule 144(i)(2) and, in the case of Registrable Securities issuable upon the exercise of warrants, assuming the exercise of such warrants for cash). If for any reason Pubco ceases to be a “Shelf Take-Down”)WKSI or becomes ineligible to utilize Form S-3, Pubco shall prepare and file with the Commission a Registration Statement or Registration Statements on such form that is available for the sale of Registrable Securities.

Short-Form Registrations. (ai) In addition to the Long-Long Form Demand Registration Registrations provided pursuant to Section 2.1 above2.1(b), from and after the time the Company becomes eligible to register securities issued by it on each Sponsor Shareholder or a Form S-3 or any similar short-form registration statement, ULSE group of Sponsor Shareholders shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Short Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts shall effect such Short Form Registrations pursuant to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever Section 2.4 and the Company is permitted to use shall pay all Expenses in connection with any applicable short form. There will be no limit on the aggregate number such Short Form Registration that covers Registrable Securities with a value of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities Actat least $3,000,000. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a make Short Form Registrations on Form S-3 available for the sale of Registrable Securities and if Short Form Registrations on Form S-3 are available for the sale of Registerable Securities, each Sponsor Shareholder may only request registration on Form S-3. (ii) At any time that any Short Form Registration is effective, if any Holder or similar short-form registration statement. Subject group of Holders holding Registrable Securities delivers a notice to the Company not being eligible (a “Take-Down Notice”) stating that it intends to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of effect an underwritten offering or sale distribution of all or part of the its Registrable Securities registered thereunder included by it on any Short Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the Short Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders thereof pursuant to this Section 2.1(c)(ii)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down”Down Notice, deliver such notice to all other Holders of Registrable Securities included in any Short Form Registration and permit each Holder to include its Registrable Securities included on a Short Form Registration in the Shelf Offering if such Holder notifies the proposing Holders and the Company within two Business Days after delivery of the Take-Down Notice to such Holder, and in the event that the managing underwriter advises the Holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2.2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2.1(d). (iii) Notwithstanding the foregoing, if any Sponsor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement on Form S-3 (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Initiating Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Holders that did not initiate the Block Trade. The Holders must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Holders with respect to the provision of necessary information) to facilitate such Block Trade (which may close as early as two Business Days after the date it commences), provided, that in the case of such Block Trade, only Sponsor Shareholders shall have a right to notice and to participate, and provided, further, that the Sponsor Shareholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of offering documents related to the Block Trade. For the avoidance of doubt, Holders other than the Sponsor Shareholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Block Trade.

Short-Form Registrations. (a) In addition to the Long-Form Demand The Mandatory Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formform and, if applicable, the managing underwriters agree to the use of a Short-Form Registration, and the Company shall use its commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. There will The holders of at least a majority of the Registrable Securities requested to be no limit on included in the aggregate number of Mandatory Registration or any Demand Registration that is a Short-Form Registration may require the Company to file such Short-Form Demand RegistrationsRegistration with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a "Shelf Registration"). ShortThe Mandatory Registration shall be filed as a Shelf Registration. So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and usable for resale of Registrable Securities, the holders of at least 25% of the Registrable Securities shall be entitled to demand any number of draw-Form downs (including underwritten draw-downs, provided that the aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least $2 million) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations 1 (“ASR”) if including, without limitation, all actions referred to in Section 4 necessary to effectuate such sale in the Company is manner determined by the holders of at least a “well-known seasoned issuer,” as defined under Rule 405 majority of the Registrable Securities Actto be included in such underwritten draw-xxxx) as any holder reasonably requests. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities cause the registration statement or statements filed pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE Registration to remain effective until such date as is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may at be sold during any time and from time three month period without any restriction pursuant to time request Rule 144(k) promulgated under the initiation of Securities Act after taking into account any holders' status as an offering or sale of all or part affiliate of the Registrable Securities registered thereunder (Company as determined by the counsel to the Company pursuant to a “Shelf Take-Down”)written opinion letter addressed to the Company's transfer agent to such effect.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE holders of Investor Registrable Securities shall be entitled to request registrations under the Securities Act pursuant to Section 1(a) an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” andRegistrations in which the Company shall pay all Registration Expenses, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to whether or not any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Actis consummated. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if After the Company is a “well-known seasoned issuer,” as defined under Rule 405 has become subject to the reporting requirements of the Securities Exchange Act. The , the Company shall use its reasonable best efforts to qualify and remain make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If the Company, pursuant to the request of the holder(s) of a majority of Investor Registrable Securities in connection with any Demand Registration, is qualified to register securities and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to a Form S-3 or similar short-form registration statement. Subject to Rule 415 under the Securities Act (the “Required Registration”), then the Company not being eligible shall use reasonable best efforts to register securities on Form S-3cause the Required Registration to be declared effective under the Securities Act as soon as practicable after filing, and, once effective, the Company shall cause any Form S-3 or ASR such Required Registration to remain outstanding and shall renew any Form S-3 effective for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold pursuant to the Required Registration or ASR upon expiration if there (ii) the date as of which the holder(s) of Registrable Securities included in such registration (assuming such holder(s) are shares remaining unsold thereunder. (cAffiliates of the Company) Following are able to sell all of their Registrable Securities included in such registration within a 90-day period in compliance with Rule 144 under the effectiveness of a Short-Form Demand Registration, ULSE may at Securities Act. At any time and or from time to time request after the initiation date hereof, any holder of Registrable Securities included in an existing Required Registration shall have the right to request, by delivery of a written notice to the Company, that such holder wishes to effect an underwritten offering or sale of all or part a portion of the Registrable Securities registered thereunder included in an existing Required Registration and, as soon as reasonably practicable after receiving such notice (a “Shelf Take-Down”but in no event later than 20 days after receiving such notice), the Company shall file with the Securities and Exchange Commission such amendments to the applicable Required Registration and such prospectus supplements or other filings as are necessary in connection with the underwritten offering of the Registrable Securities subject to the Required Registration.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formShort Form Registration. There will be no limit on After the aggregate number Transaction, the Company shall use its commercially reasonable efforts to make Short-Form Registrations available for the sale of Registrable Securities. If the Investors initially requesting a Short-Form Registration request that such Short-Form Demand Registrations. Short-Form Demand Registration rights be filed pursuant to this Section 2.2 shall include automatic shelf registrations Rule 415 (a “ASRShelf Registration”) if ), and the Company is qualified to do so, then the Company shall use its commercially reasonable efforts to promptly file and cause a Shelf Registration to be declared effective under the Securities Act as soon as reasonably practicable after the filing thereof and the Company shall use its commercially reasonable efforts to keep such shelf registration continuously effective following such registration. Any request for an underwritten offering using such Shelf Registration (an “well-known seasoned issuer,” as defined under Rule 405 Underwritten Takedown”) shall be deemed a Demand Registration. The provisions of Section 1(a) shall apply mutatis mutandis to each Underwritten Takedown, with references to “filing of the registration statement” being deemed references to filing of a prospectus or supplement for such offering and references to “registration” being deemed references to the offering and “value (based on the closing price of the Common Shares on the trading day immediately prior to the filing of the registration statement or prospectus supplement, as applicable, for any Long-Form Registration)” being deemed to be replaced with “price to the public (net of any underwriters’ discounts or commissions);” provided that Investors participating in an Underwritten Takedown shall only include Investors whose Registrable Securities Actare included in such Shelf Registration or may be included therein without the need for a post-effective amendment to such Shelf Registration (other than an automatically effective amendment). If for any reason the Company becomes ineligible to utilize Form S-3 or any similar applicable short form registration statement, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to file a registration statement on Form S-3 or similar shortunder the Securities Act covering all Registrable Securities requested to be included in such Short Form-form registration statement. Subject Registration (subject to the limitations set forth herein) promptly following the Company’s receipt of a Demand Notice therefor and, in any event, within forty-five (45) days after the date the Demand Notice is duly delivered to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunderin accordance with this Agreement. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-Down”).

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1B, from the holders of a majority of the WCP Registrable Securities then outstanding and after a majority of the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Xxxx Registrable Securities then outstanding shall each be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that . The Company shall pay all Registration Expenses with respect to Short-Form Registrations, whether or not any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Acthas become effective. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form, including Form S-3, and if the managing underwriters (if any) agree to the use of a Short-Form Registration. There will be no limit on The Company shall use its reasonable best efforts to make Short-Form Registrations available for the aggregate number sale of Registrable Securities. If the holders of a majority of the WCP Registrable Securities or the holders of a majority of the Xxxx Registrable Securities initially requesting a Short-Form Registration request that such Short-Form Demand RegistrationsRegistration be filed pursuant to Rule 415 (a “Shelf Registration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to cause the registration statement for the Shelf Registration (a “Shelf Registration Statement”) to be filed and to be declared effective under the Securities Act in accordance with Section 4 hereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. All Short-Form Demand Registrations shall be underwritten registrations unless otherwise approved by the holders of 66 2/3% of the Sponsor Registrable Securities to be included in such registration. (b) Without limiting the generality of Section 1C.(a), no later than five business days following the effective date of all of the provisions of this Agreement and subject to receipt of information about CRC required to be included in a shelf registration statement on Form S-3 from CRC and reasonable cooperation of CRC and its counsel and auditors as contemplated below, the Company shall prepare and file with the Commission a Shelf Registration rights Statement on Form S-3 (which Registration Statement shall be an automatic shelf registration statement as defined in Rule 405 (an “Automatic Shelf Registration Statement”) to the extent that the Company is then eligible to file an Automatic Shelf Registration Statement) with respect to the registration under the Securities Act of the resale of the shares of Common Stock to be issued to the Xxxx Investors in connection with the Merger (the “Merger Shelf Registration Statement”) (in which Merger Shelf Registration Statement a prospectus sufficient to permit the resale of the shares of Common Stock to be issued to the Xxxx Investors immediately following the effective time of the Shelf Registration Statement shall be included); provided that if the effective date of all of the provisions of this Agreement occurs within ten business days before or after the date on which the Company’s filings on Form 10-K or Form 10-Q are due, the reference in this sentence to “five business days” shall be deemed to be “ten business days.” The Xxxx Investors shall provide, and/or shall cause CRC to provide, to the Company as soon as practicable (and in any event within ten business days prior to the closing date of the Merger) such information concerning CRC’s business, affairs and financial statements (including (i) interim financial statements of CRC and its subsidiaries that have been reviewed by CRC’s auditors in accordance with the procedures specified by the Public Company Accounting Oversight Board in AU 722 and (ii) as required to comply with Regulation S-K or Regulation S-X under the Securities Act) as, in the reasonable judgment of the Company and its counsel, is required for inclusion in the Merger Shelf Registration Statement or any other shelf registration statement of the Company filed pursuant to this Section 2.2 Agreement or the Current Agreement and the Xxxx Investors shall include automatic cause CRC’s counsel and auditors to cooperate with the Company’s counsel and auditors in the preparation and filing of the Merger Shelf Registration Statement or any other shelf registrations (“ASR”) if registration statement of the Company filed pursuant to this Agreement or the Current Agreement prior to such time as the Merger is a “welleffective, including delivery of consents and customary comfort letters, including as to customary negative assurances and change period coverage with respect to the period following the end of the latest fiscal year or fiscal quarter for which historical financial statements are included in the relevant prospectus. Until such time as the Merger is effective, the Xxxx Investors shall provide, and/or shall cause CRC to provide to the Company, updates of the documents and information described in the immediately preceding sentence of this paragraph as, in the reasonable judgment of the Company and its counsel, is required to comply with Regulation S-known seasoned issuer,” as defined K or Regulation S-X under Rule 405 of the Securities Act. The Company shall use its reasonable best efforts to qualify cause such Merger Shelf Registration Statement to become effective immediately upon filing and remain qualified to register securities keep the Merger Shelf Registration Statement effective until the Xxxx Investors are each capable of selling all of the Xxxx Registrable Securities issued to them pursuant to a Form S-3 the Merger Agreement, without limitation pursuant to Rule 144 promulgated under the Securities Act or similar short-form registration statement. Subject to as otherwise provided in this Agreement (or until the Company not being eligible to register securities on Form S-3Xxxx Investors no longer hold such Registrable Securities, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunderearlier). (c) Following If the WCP Investors deliver a notice in writing to the Company by no later than ten business days prior to the anticipated effectiveness thereof requesting that the Merger Shelf Registration Statement also register the WCP Registrable Securities, then the Company shall use its reasonable best efforts to register such WCP Registrable Securities for resale on the Merger Shelf Registration Statement (in which case the prospectus included in the Merger Shelf Registration Statement shall be sufficient to permit the resale of the WCP Registrable Securities registered on behalf of the WCP Investors), which registration may be effected by means of filing a joint prospectus covering previously registered WCP Registrable Securities or such other means as requested by the holders of a majority of the WCP Registrable Securities. (d) The Xxxx Investors shall cause CRC to cooperate in making all necessary filings with respect to the filing of registration statements referred to in Section 1C.(b) under the Securities Act and U.S. state securities and “blue sky” laws. The Company shall advise the Xxxx Investors and, to the extent a request has been made for inclusion of the WCP Registrable Securities in the Merger Shelf Registration Statement pursuant to Section 1C.(c), the WCP Investors, of the time of the effectiveness of a Short-Form Demand Registrationthe Merger Shelf Registration Statement, ULSE may at the filing of any time and from time to time request supplement or amendment thereto, the initiation issuance of an offering or sale any stop order relating thereto, the suspension of all or part the qualification of the Registrable Securities registered thereunder issuable in connection with the Merger for offering or sale in any jurisdiction, of any Commission request for an amendment to the Merger Shelf Registration Statement, Commission comments thereon and the Company’s responses thereto or Commission requests for additional information, in each case promptly after its receipt of notice thereof. The Company shall cooperate in the provision to the Xxxx Investors and, to the extent a request has been made for inclusion of the WCP Registrable Securities in the Merger Shelf Registration Statement pursuant to Section 1C.(c), the WCP Investors, its or their counsel, with a reasonable opportunity to review and comment, on the Merger Shelf Registration Statement, the Company’s response to comments, both written and oral, to the Merger Shelf Registration Statement received from the Commission, or any amendment or supplement to the Merger Shelf Registration Statement prior to filing such with the Commission, and the Company will promptly provide the Xxxx Investors, and, to the extent a request has been made for inclusion of the WCP Registrable Securities in the Merger Shelf Registration Statement pursuant to Section 1C.(c), the WCP Investors, with a copy of all such filings made with the Commission. Neither the Merger Shelf Registration Statement nor any amendment or supplement to the Merger Shelf Registration Statement shall be filed without the approval of the Xxxx Investors and, to the extent a request has been made for inclusion of the WCP Registrable Securities in the Merger Shelf Registration Statement pursuant to Section 1C.(c), the WCP Investors, which approval shall not be unreasonably withheld, conditioned or delayed. The Company shall cause the Merger Shelf Registration Statement to comply as to form and substance in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of NASDAQ, and shall cause the Merger Shelf Registration Statement not to include any misstatement of a “material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this sentence will not apply to statements included or incorporated by reference in the Merger Shelf Take-Down”Registration Statement or omitted therefrom based upon information furnished in writing to the Company by CRC, the Xxxx Investors, the WCP Investors (in the case of the WCP Investors, to the extent a request has been made for inclusion of the WCP Registrable Securities in the Merger Shelf Registration Statement pursuant to Section1C.(c)) or any of their respective affiliates or representatives with the prior authorization of CRC, the Xxxx Investors or the WCP Investors (in the case of the WCP Investors, to the extent a request has been made for inclusion of the WCP Registrable Securities in the Merger Shelf Registration Statement pursuant to Section1C.(c)), as applicable, expressly for use in the Merger Shelf Registration Statement. If, at any time, any event occurs, or any change occurs with respect to any information in the Merger Shelf Registration Statement, or the Company, the Xxxx Investors or, to the extent a request has been made for inclusion of the WCP Registrable Securities in the Merger Shelf Registration Statement pursuant to Section1C.(c), the WCP Investors, as applicable, should discover any information which is required to be set forth in an amendment or supplement to the Merger Shelf Registration Statement, so that the documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company shall promptly notify the Xxxx Investors and, to the extent a request has been made for inclusion of the WCP Registrable Securities in the Merger Shelf Registration Statement pursuant to Section 1C.(c), the WCP Investors, or, in the case such discovery is made by the Xxxx Investors or the WCP Investors, the Xxxx Investors or the WCP Investors, as applicable, shall notify the Company, and, in each case the Company shall cause an appropriate amendment or supplement describing such information to be promptly filed with the Commission and, to the extent required by law, disseminated to the stockholders of the Company. Notwithstanding anything in this Agreement to the contrary, the costs and expenses incurred by or on behalf of the Xxxx Investor, the Company and CRC in connection with the Merger Shelf Registration Statement or any of the other matters contemplated by Section 1C.(b)-(d) shall be borne solely and exclusively by the Company.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1(b), from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Xxxxx Xxxxx shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with Registrations in which the Long-Form Demand Registration, “Demand Registrations”)Company shall pay all Registration Expenses; provided, however, that the other holders of Registrable Securities shall be entitled to pari passu participation in such registration subject to and in accordance with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts 1 and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act2. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on the aggregate number of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if After the Company is a “well-known seasoned issuer,” as defined under Rule 405 has become subject to the reporting requirements of the Securities Exchange Act. The , the Company shall use its best efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. If the Company, pursuant to the request of Xxxxx Xxxxx, is qualified to and has filed with the Securities and Exchange Commission a registration statement under the Securities Act on Form S-3 pursuant to Rule 415 under the Securities Act (the “Required Registration”), then, subject to the Securities Act and applicable rules and regulations thereunder, the Company shall use reasonable best efforts to qualify and remain qualified cause the Required Registration to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to be declared effective under the Company not being eligible to register securities on Form S-3Securities Act as soon as practicable after filing, and, once effective, the Company shall cause any Form S-3 or ASR such Required Registration to remain outstanding effective for a period ending on the earlier of (A) the date on which all Registrable Securities included in such registration have been sold pursuant to the Required Registration, and (B) the date as of which the holder(s) of the Registrable Securities included in such registration (assuming such holder(s) are Affiliates of the Company) are able to sell all of the Registrable Securities included in such registration within a 90-day period in compliance with Rule 144 under the Securities Act; provided, that if Xxxxx Xxxxx initiates a Required Registration, the other holders of Registrable Securities shall renew be entitled to pari passu participation in such registration subject to and in accordance with this Section 1 and Section 2. At any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a time that any Short-Form Demand RegistrationRegistration is effective, ULSE may at if any time and from time holder or group of holders of Registrable Securities delivers a notice to time request the initiation of Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or sale distribution of all or part of the its Registrable Securities registered thereunder included by it on any Short-Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall promptly amend or supplement the Short-Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other holders thereof pursuant to this Section 1(c)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-DownDown Notice and subject to and in accordance with this Section 1 and Section 2, deliver such notice to all other holders of Registrable Securities included in any Short-Form Registration and permit each holder to include its Registrable Securities included on a Short-Form Registration in the Shelf Offering if such holder notifies the proposing holders and the Company within four business days after delivery of the Take-Down Notice to such holder, and in the event that the managing underwriter advises the holders of such securities that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 1(d). Notwithstanding anything herein to the contrary (including Section 2), if the Investors wish to engage in an underwritten block trade or similar transaction with a two day or less marketing period, including through filing an automatic shelf registration statement or take-down from an already existing shelf registration statement (collectively, an “Underwritten Block Trade”), then notwithstanding the time periods set forth in this Section 1(c), the Investors will notify the Company of the Underwritten Block Trade on the day such offering is to commence. If requested by the Investors, the Company will promptly notify other holders of Registrable Securities of such Underwritten Block Trade and such other holders of Registrable Securities may elect whether or not to participate no later than the day such offering is to commence (unless a longer period is agreed to by the Investors), and the Company will as expeditiously as possible use its best efforts to facilitate such offering; provided that, notwithstanding anything herein to the contrary, no holder of Registrable Securities holding less than 5% of the Company’s fully diluted common stock, measured as of the time of commencement of such Underwritten Block Trade, will be provided notice or be permitted to participate in an Underwritten Block Trade without the consent of the Investors.

Short-Form Registrations. (ai) In addition to the Long-Long Form Demand Registration Registrations provided pursuant to Section 2.1 above2.1(b), from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE each Key Holder shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Short Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts shall effect such Short Form Registrations pursuant to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever Section 2.4 and the Company is permitted to use shall pay all Expenses in connection with any applicable short form. There will be no limit on the aggregate number of such Short-Short Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities ActRegistration. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a make Short Form Registrations on Form S-3 available for the sale of Registrable Securities and if Short Form Registrations on Form S-3 are available for the sale of Registerable Securities, Advent, Spectrum and the Kxxxxx Holder may only request registration on Form S-3. (ii) At any time that any Short Form Registration is effective, if any Holder or similar short-form registration statement. Subject group of Holders holding Registrable Securities delivers a notice to the Company not being eligible (a “Take-Down Notice”) stating that it intends to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of effect an underwritten offering or sale distribution of all or part of the its Registrable Securities registered thereunder included by it on any Short Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the Short Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders thereof pursuant to this Section 2.1(c)(ii)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down”Down Notice, deliver such notice to all other Holders of Registrable Securities included in any Short Form Registration and permit each Holder to include its Registrable Securities included on a Short Form Registration in the Shelf Offering if such Holder notifies the proposing Holders and the Company within 2 Business Days after delivery of the Take-Down Notice to such Holder, and in the event that the managing underwriter advises the Holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2.2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2.1(g). (iii) Notwithstanding the foregoing, if any of Advent, Spectrum, the Kxxxxx Holder or 22C wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement on Form S-3 (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Initiating Holder only needs to notify the Company of the Underwritten Block Trade not less than (i) two (2) business days prior to the day such offering is first anticipated to commence, in the case of a take-down from an already existing Shelf Registration Statement on Form S-3, or (ii) twenty days (20) business days prior to the day such offering is first anticipated to commence, in the case of filing a new Shelf Registration Statement on Form S-3. Advent, Spectrum, the Kxxxxx Holder and 22C must elect whether or not to participate in such Underwritten Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Holders with respect to the provision of necessary information) to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences), provided, that the Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of offering documents related to the Underwritten Block Trade. For the avoidance of doubt, Holders other than Advent, Spectrum, the Kxxxxx Holder and 22C shall not be entitled to demand, receive notice of, or to elect to participate in, a Underwritten Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Underwritten Block Trade.

Short-Form Registrations. (ai) In addition to the Long-Long Form Demand Registration Registrations provided pursuant to Section 2.1 above2.1(b), from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Berkshire shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Short Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts shall effect such Short Form Registrations pursuant to effect the registration under the Securities Act. Demand Registrations will be Short-Form Demand Registrations whenever Section 2.4 and the Company is permitted to use shall pay all Expenses in connection with any applicable short form. There will be no limit on the aggregate number of such Short-Short Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities ActRegistration. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to a make Short Form Registrations on Form S-3 available for the sale of Registrable Securities and if Short Form Registrations on Form S-3 are available for the sale of Registerable Securities, Berkshire may only request registration on Form S-3 and not on Form S-1. (ii) At any time that any Short Form Registration is effective, if any Holder or similar short-form registration statement. Subject group of Holders holding Registrable Securities delivers a notice to the Company not being eligible (a “Take-Down Notice”) stating that it intends to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation of effect an underwritten offering or sale distribution of all or part of the its Registrable Securities registered thereunder included by it on any Short Form Registration (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement the Short Form Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders thereof pursuant to this Section 2.1(c)(ii)). In connection with any Shelf Offering, the Company shall, promptly after receipt of a Take-Down”Down Notice, deliver such notice to all other Holders of Registrable Securities included in any Short Form Registration and permit each Holder to include its Registrable Securities included on a Short Form Registration in the Shelf Offering if such Holder notifies the proposing Holders and the Company within two (2) Business Days after delivery of the Take-Down Notice to such Holder, and in the event that the managing underwriter advises the Holders of such securities in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, securities proposed to be included by other Holders of securities entitled to include securities in such offering pursuant to piggyback registration rights described in Section 2.2 hereof), the managing underwriter may limit the number of shares which would otherwise be included in such Shelf Offering in the same manner as is described in Section 2.1(d). (iii) Notwithstanding the foregoing, if Berkshire wishes to engage in an Underwritten Block Trade off of a Shelf Registration Statement on Form S-3 (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, Berkshire only needs to notify the Company of the Underwritten Block Trade not less than (i) five (5) Business Days prior to the day such offering is first anticipated to commence, in the case of a take-down from an already existing Shelf Registration Statement on Form S-3, or (ii) twenty (20) Business Days prior to the day such offering is first anticipated to commence, in the case of filing a new Shelf Registration Statement on Form S-3. Xxxxxxx Sachs must elect whether or not to participate in such Underwritten Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with Berkshire and Xxxxxxx Xxxxx with respect to the provision of necessary information) to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided that Berkshire and Xxxxxxx Sachs shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of offering documents related to the Underwritten Block Trade. For the avoidance of doubt, Holders other than Berkshire and Xxxxxxx Xxxxx shall not be entitled to demand, receive notice of, or to elect to participate in, a Underwritten Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Underwritten Block Trade.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above1B, from each of (a) the holders of a majority of the WCP Registrable Securities then outstanding, (b) the holders of a majority of the Xxxx Registrable Securities then outstanding and after (c) the time holders of a majority of the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Advent Registrable Securities then outstanding shall be entitled to request registrations under the Securities Act an unlimited number of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that . The Company shall pay all Registration Expenses with respect to Short-Form Registrations, whether or not any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Acthas become effective. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short form. There will be no limit on , including Form S-3, and if the aggregate number managing underwriters (if any) agree to the use of such a Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of the Securities ActRegistration. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to make Short-Form Registrations available for the sale of Registrable Securities. If (a) the holders of a Form S-3 majority of the WCP Registrable Securities, (b) the holders of a majority of the Xxxx Registrable Securities or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness holders of a majority of the Advent Registrable Securities, as the case may be, initially requesting a Short-Form Demand Registration, ULSE may at any time and from time Registration request that such Short-Form Registration be filed pursuant to time request the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder Rule 415 (a “Shelf Take-DownRegistration”), and the Company is qualified to do so, then the Company shall use its reasonable best efforts to cause the registration statement for the Shelf Registration (a “Shelf Registration Statement”) to be filed and to be declared effective under the Securities Act in accordance with Section 4 hereof. If for any reason the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one or more registration statements on such form that is available for the sale of Registrable Securities. All Short-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of 66 2/3% of the Sponsor Registrable Securities to be included in such registration and except as provided in the last sentence of Section 1D(a) below.

Short-Form Registrations. (a) In addition to the Long-Form Demand The Mandatory Registration provided pursuant to Section 2.1 above, from and after the time the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3, if available to the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under this Section 2.2(a), the aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to underwriting discounts and commissions). (b) Upon receipt of any written request pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company is permitted to use any applicable short formform and, if applicable, the managing underwriters agree to the use of a Short-Form Registration, and the Company shall use its commercially reasonable efforts to make Short-Form Registrations on Form S-3 available for the sale of Registrable Securities. There will The holders of at least a majority of the Registrable Securities requested to be no limit on included in the aggregate number of Mandatory Registration or any Demand Registration that is a Short-Form Registration may require the Company to file such Short-Form Demand RegistrationsRegistration with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect) (a “Shelf Registration”). ShortThe Mandatory Registration shall be filed as a Shelf Registration. So long as any such Shelf Registration is effective as required herein and in compliance with the Securities Act and usable for resale of Registrable Securities, the holders of at least 25% of the Registrable Securities shall be entitled to demand any number of draw-Form downs (including underwritten draw-downs, provided that the aggregate offering value of the Registrable Securities requested to be included in such underwritten draw-down must equal at least $2 million) from the shelf and, in connection with any such draw-down, the Company shall take all customary and reasonable actions that the Company would take in connection with an underwritten Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations 1 (“ASR”) if including, without limitation, all actions referred to in Section 4 necessary to effectuate such sale in the Company is manner determined by the holders of at least a “well-known seasoned issuer,” as defined under Rule 405 majority of the Registrable Securities Actto be included in such underwritten draw-xxxx) as any holder reasonably requests. The Company shall use its reasonable best efforts to qualify and remain qualified to register securities cause the registration statement or statements filed pursuant to a Form S-3 or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3, the Company shall cause any Form S-3 or ASR to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. (c) Following the effectiveness of a Short-Form Demand Registration, ULSE Registration to remain effective until such date as is the earlier of (i) the date on which all Registrable Securities included in the registration statement shall have been sold or shall have otherwise ceased to be Registrable Securities and (ii) the date on which all remaining Registrable Securities may at be sold during any time and from time three month period without any restriction pursuant to time request Rule 144(k) promulgated under the initiation of Securities Act after taking into account any holders’ status as an offering or sale of all or part affiliate of the Registrable Securities registered thereunder (Company as determined by the counsel to the Company pursuant to a “Shelf Take-Down”)written opinion letter addressed to the Company’s transfer agent to such effect.