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. (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 any of the CD&R Investors and their Affiliates that are Holders 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 and from time to time, the CD&R Investors and their Affiliates that are Holders 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 such requesting Holder and its Affiliates 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 to be a Short-Form Demand Registration and an underwritten offering, and if the managing underwriter(s) shall advise the Company and the Holders that, in its (or their) 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 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 CD&R Investors and their Affiliates that are Holders 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 the Company becomes ineligible to use Form S-3, the Company shall include automatic shelf registrations file a “shelf” registration statement on Form S-1 not later than 45 calendar days after the date of such ineligibility and use its reasonable best efforts to have such registration statement declared effective as promptly as practicable. (“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 Act, 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 (A) 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. such form is not available, Form S-1, (cB) Following have such Shelf Registration Statement declared effective by the effectiveness of a SEC and (C) keep such Registration Statement effective during the period during which such Short-Form Demand RegistrationRegistration is required to be kept effective in accordance with Section 3(f)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, ULSE may at and any time and from time to time request the initiation of an offering or sale of all or part of the CD&R Investors or their Affiliates that are Holders notifies the Company that it wishes to engage in a Block Sale off of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities registered thereunder (a “Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Take-Down”)Registration Statement within three calendar days of such notification by such Holder.

Short-Form Registrations. (ai) In addition to At all times following the Long-Form Demand Registration provided pursuant to Section 2.1 abovelast day of the Holding Period, from and after the time the Company becomes eligible shall use its reasonable best efforts 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 Lead Investor 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 and from time to time following the last day of the Holding Period, the Lead Investor 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 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 held by such the Investor Holders in addition to the registration rights provided in Section 1(a), provided, that the Company shall not be or exceed $25,000,000 (without regard obligated to underwriting discounts and commissions). (b) Upon receipt of effect any written request registration pursuant to this Section 2.21(c)(i), (A) within 90 days after the effective date of any Registration Statement of the Company hereunder and (B) unless the amount of Registrable Securities requested to be registered by the Investor Holders is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $50 million. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. The Company shall pay all expenses (subject to and in accordance with Section 4) in connection with any Short-Form Registration. If any Demand Registration is proposed to be a Short-Form Registration and an underwritten offering, if the managing underwriter(s) shall advise the Company and the Holders 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, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter(s). A Short Form Registration that is an underwritten offering shall count as a “Demand Registration” pursuant to Section 1(b) for purposes of calculating how many “Demand Registrations” the Lead Investor has initiated. (ii) Upon filing any Short-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 the Lead Investor, 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 any Demand Request for a Short-Form Registration is submitted to the Company and such Demand Request 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 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. The Company will use commercially reasonable efforts to qualify for registration, and thereafter to effect any Demand Registration, on Form S-3 (a) In addition to or, in the Long-Form Demand Registration provided pursuant to Section 2.1 above, from and after the time event the Company becomes eligible to register securities issued by it on is a Well Known Seasoned Issuer (as defined in the Securities Act), Form S-3 S-3ASR) or any comparable or successor form or forms or any similar short-form registration statement(each such Demand Registration, ULSE shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on a “Short-Form S-3, if Registration”). If requested by an Original Investor and 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 will 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 this Section 2.2 shall include automatic shelf registrations (“ASR”) if Rule 415, and to that end the Company is a “well-known seasoned issuer,” as defined will register (whether or not required by Applicable Law to do so) the Shares under Rule 405 the Exchange Act in accordance with the provisions of the Securities ActExchange Act following the effective date of the first registration of any securities of the Company on Form S-1 or any comparable or successor form or forms. The In no event shall the Company shall use its reasonable best efforts be obligated to qualify and remain qualified to register securities effect any shelf registration other than 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 subject to the final sentence of this Section 1(c). The Requesting Holder(s) will be entitled to request at any time and from time to time request an unlimited number of Short-Form Registrations, if available to the initiation of an offering or sale of Company, with respect to all or any part of the Registrable Securities held by such Requesting Holders and the other members of their Investor Group(s), in addition to the registration rights provided in Section 1.1(a), provided that the Company will not be obligated to have a Registration Statement pursuant to this Section 1.1(c) (i) declared effective within 90 days after the effective date of any Registration Statement of the Company pursuant to a Demand Registration or (ii) except in the case of a Short-Form Registration relating to a Form S-3ASR with respect to which the Requesting Holder instructs the Company to rely on the “pay-as-you-go” option permitted under Rules 456(b) and 457(r) under the Securities Act, unless the value of Registrable Securities of the Requesting Holder(s) and the other members of their Investor Group(s) included in the applicable Registration Request is at least US $100 million; in each case unless otherwise agreed by the Board. Promptly after its receipt of any Registration Request for a Short-Form Registration, the Company will give written notice of such Registration Request to all other Holders, and will use commercially reasonable efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that any Holder has requested in writing to be registered thereunder by no later than the fifth day after the date of such notice. To the extent permitted by Applicable Law, the Company will pay all Registration Expenses incurred in connection with any Short-Form Registration. If any Demand Registration is proposed to be a Short-Form Registration and an underwritten offering, if the managing underwriter shall advise the Company that, in its 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 “Shelf TakeShort-Down”)Form Registration, then the Company will file a Registration Statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter.

Short-Form Registrations. (ai) In addition to the Investor Long-Form Demand Registration provided pursuant to Section 2.1 aboveRegistrations, from and after the time date that is 180 days following the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statementconsummation of an IPO, ULSE the Initiating Holders shall be entitled to request registrations under the Securities Act of all or part of the Registrable Securities on Form S-3request, if available by written notice to the Company, or any similar short-form registration statement (“unlimited Investor Short-Form Demand Registrations” and, together with if then available for use by the Long-Form Demand RegistrationCompany, “Demand Registrations”); provided, however, that with respect subject to any requests under the other limitations set forth in this Section 2.2(a), 9. After the aggregate offering price Company has become subject to the reporting requirements 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 2.2Exchange Act, the Company will use its reasonable best efforts to effect the registration under the Securities Act. Demand Registrations will be make Short-Form Demand Registrations whenever available for the Company is permitted to use any applicable short form. There will be no limit on the aggregate number sale 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 ActTotal Registrable Securities. 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 keep such Investor Short-Form Demand Registration, ULSE may at any time and from time Registration effective until the first to time request occur of (i) the initiation of an offering or sale of all or part of date on which the Registrable Securities registered thereunder on such Investor Short-Form Registration have been sold and (ii) one-hundred eighty (180) days from the date the Investor Short-Form Registration was initially declared effective by the SEC. (ii) In addition to Class B Long-Form Registrations, from and after the date that is 180 days following the consummation of an IPO, any holder of ▇▇▇▇▇▇▇▇ Registrable Securities shall be entitled to request, by giving written notice to the Company, unlimited Short-Form Registrations (a “Shelf TakeClass B Short-DownForm Registration”), if then available for use by the Company, subject to the other limitations set forth in this Section 9. The Company shall keep such Class B Short-Form Registration effective until the first to occur of (i) the date on which the Registrable Securities registered on such Class B Short-Form Registration have been sold and (ii) one-hundred eighty (180) days from the date the Class B Short-Form Registration was initially declared effective by the SEC. (iii) In addition to Stockholder Long-Form Registrations, from and after date that is 180 days following the consummation of an IPO, the Majority Other Stockholders shall be entitled to request, by written notice to the Company, unlimited Stockholder Short-Form Registrations, if then available for use by the Company, subject to the other limitations set forth in this Section 9. The Company shall keep such Stockholder Short-Form Registration effective until the first to occur of (i) the date on which the Registrable Securities registered on such Stockholder Short-Form Registration have been sold and (ii) one-hundred eighty (180) days from the date the Stockholder Short-Form Registration was initially declared effective by the SEC.

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. (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 any of the CD&R Investor and its Affiliates that are Holders 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 and from time to time, the CD&R Investor and its Affiliates that are Holders 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 such requesting Holder 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 Demand Registrations” andRegistration, together with subject to the Longimmediately following sentence. No such registration nor any other Short-Form Registration shall count as a Demand Registration, “Registration for purposes of calculating how many Demand Registrations”); provided, however, Registrations the CD&R Investor and its Affiliates that with respect are Holders have initiated pursuant to any requests under this the provisions of 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)3. (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 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 CD&R Investor and its Affiliates that are Holders 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 the Company becomes ineligible to use Form S-3, the Company shall include automatic shelf registrations 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. (“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 (A) 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. such form is not available, Form S-1, (cB) Following have such Shelf Registration Statement declared effective by the effectiveness of a SEC and (C) 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. (ai) In addition After the IPO, the Company shall use its reasonable best efforts to qualify for registration on Form S-3 or any comparable or successor form. To that end the Long-Company shall register (whether or not required by law to do so) its Common Stock under the Exchange Act in accordance with the provisions of the Exchange Act following the effective date of the first registration of any securities of the Company on Form Demand Registration provided pursuant to Section 2.1 above, from and S-1 or any comparable or successor form or forms. (ii) At any time after the time the Company becomes eligible to register securities issued by it file a registration statement under the Securities Act on a Form S-3 or any similar short-form registration statementS-3, ULSE the Investor shall be entitled to request registrations registration under the Securities Act of all or part of the its 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)Securities, the anticipated aggregate offering price of the Registrable Securities covered by such registration shall be or exceed $25,000,000 (without regard to which, net of underwriting discounts and commissions), exceeds $25,000,000, on Form S-3 or any comparable or successor form. (biii) Upon If the Company (or its successor) shall receive from the Investor a written request that the Company effect any registration pursuant to Section 8.2(b)(i), the Company (or its successor) will (A) within thirty (30) days of receipt thereof deliver written notice of the proposed registration to any other holder of Registrable Securities; and (B) as soon as reasonably practicable, use its reasonable efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other holder(s) of Registrable Securities joining in such request as are specified in a written request delivered to the Company within twenty (20) days after delivery of such written notice from the Company; (iv) The Company shall not be obligated to take any action to effect any such registration pursuant to this Section 2.2, 8.2(b): (A) if 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 has already effected two (2) such Short-Form Demand Registrations. Short-Form Demand Registration rights registrations pursuant to this Section 2.2 shall include automatic shelf 8.2(b) within the preceding twelve months, provided such registrations have been declared or ordered effective, and kept effective by the Company as required by Section 8.4(a); (“ASR”B) if after the Company has effected four (4) such registrations pursuant to this Section 8.2(b), such registrations have been declared or ordered effective, and the securities offered pursuant to such registrations have been sold; (C) during the period starting with the date the Investor has requested a registration under Section 8.2 hereof, and ending on a date one hundred and eighty (180) days after the effective date of such registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; (D) during a “well-known seasoned issuer,” Registration Blackout Period; or (E) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration unless the Company is already subject to service in such jurisdiction and except as defined under Rule 405 of may be required by 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 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 CompanyF-3, 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 $2,000,000. 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 F-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 360 days 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. (a) In addition Prior 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 expiration 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”transfer restrictions set forth in Section 4.2(a); 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 qualify for registration under the Securities Act. Demand Registrations on, and will be promptly file, Form S-3 or any comparable or successor form or forms or any similar short-form registration (“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 Registration”), and such Short-Form Demand RegistrationsRegistration will be a “shelf” registration statement providing for the registration, and the sale on a continuous or delayed basis, of the Registrable Securities pursuant to Rule 415. In no event shall the Company be obligated to effect any shelf other than pursuant to a Short-Form Demand Registration rights pursuant to this Section 2.2 shall include automatic shelf registrations (“ASR”) if Registration. Upon filing a Short-Form Registration, the Company is will, if applicable, use its reasonable best efforts to cause such Short-Form Registration Statement to be declared effective, will keep such Short-Form Registration effective with the SEC at all times and any Short-Form Registration shall be re-filed upon its expiration, and shall cooperate in any shelf take-down by amending or supplementing the prospectus statement related to such Short-Form Registration as may be requested by the Investor or any transferees or as otherwise required, until the Investor or any transferees who would require such registration to effect a “well-known seasoned issuer,” as defined under Rule 405 sale of the Registrable Securities Actno longer hold the Registrable Securities, regardless of whether or not the transfer restrictions set forth in Section 4.2(a) have expired or terminated; provided that no Investor or transferee may be permitted to sell under such “shelf” registration statement during such times as the trading window is not open for Company senior management in accordance with the Company’s policies. The Company will pay all Registration Expenses incurred in connection with any Short-Form Registration. The Company shall use its commercially 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 take such actions as are under its control to remain outstanding a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder. not become an ineligible issuer (c) Following as defined in Rule 405 under 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”Act)).

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration registration provided pursuant to in Section 2.1 10.1 above, from and after the time Registered Holders of an aggregate of not less than 25% of the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Registrable Securities then outstanding shall be entitled to request registrations under by written notice to the Securities Act Company from time to time that the Company register the offering and sale of all or part a portion of their Registrable Securities on Form S-3 (or any similar short form registration), provided that the Company is then eligible to use such short form registration. In such event, the Company will notify all of the Registered Holders of Registrable Securities who would be entitled to notice of a proposed registration under Section 10.1 of such request. Upon the written request of any such Registered Holder after receipt from the Company of such notification, the Company will either (i) elect to make a primary offering in which case the rights of the Registered Holders shall be as set forth in Section 10.1, or (ii) use its best efforts to cause such of the Registrable Securities on Form S-3, if available as may be requested by any Registered Holders (including the Registered Holder or Holders giving the initial notice of intent to register hereunder) to be registered under the Company, or any similar short-form registration statement (“Short-Form Demand Registrations” and, together Act in accordance with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect to any requests under terms of this Section 2.2(a)10.3, provided that the Company will not be obligated to effect such a registration (x) for shares of common Stock having an aggregate offering price of less than $250,000, or (y) if the Registrable Securities covered by such original request for registration shall be hereunder was made at a time within three (3) months after the effective date of a prior registration pursuant to Section 10.1 hereof, or exceed $25,000,000 (without regard to underwriting discounts and commissions). (bz) Upon receipt if the effective dates of any written request two registrations pursuant to this Section 2.2, 10.2 shall have occurred during the Company will use its reasonable best efforts twelve month period immediately prior to effect the such request for registration under the Securities Acthereunder. 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 All expenses of such Short-Form Demand Registrations. Short-Form Demand Registration rights pursuant registrations and offerings shall be borne by the Company, except that the Registered Holders shall bear underwriting commissions and discounts attributable 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 their Registrable Securities Act. The Company shall use its reasonable best efforts to qualify being registered 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 not be required to remain outstanding and shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunderkeep said registration effective for more than 180 days. (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 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 the Company shall pay all Registration Expenses, together with whether or not any such registration has become effective; provided that the Longaggregate offering value of the Summit Investor Registrable Securities requested to be registered in any Short-Form Demand RegistrationRegistration must be at least $1,000,000 (or any such lesser amount if all of the Summit Investor Registrable Securities are requested to be registered). Further, “Demand Registrations”the holders of a majority of the Institutional Investor Registrable Securities then outstanding shall be entitled to: (i) one (1) Short-Form Registration beginning on the date which is two (2) years following the date of this Agreement (or October , 2023) and expiring on the date which is four (4) years following the date of this Agreement (or October , 2024); provided, howeverprovided that, that with respect to any requests under this Section 2.2(aat the time of the demand of the Short-Form Registration by the Institutional Investor(s), the aggregate share price of the Class A Common Stock (as published by the Wall Street Journal or, at the Company’s discretion, a similarly reputable source) is at least 50%, if prior to October , 2024, or 50%, if after October , 2024, in each case higher than the public offering price of the Registrable Securities covered Class A Common Stock as set forth in the final prospectus filed by the Company with the SEC on October , 2021 (subject to customary adjustments, including for stock splits), in which the Company shall pay all Registration Expenses, whether or not any 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 form (unless the aggregate number of such Company is required to file a Long-Form Registration pursuant to Section 1B) and if the managing underwriters (if any) agree to use 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 sale of Registrable Securities. If (i) the holders of a majority of the Summit Investor Registrable Securities or (ii) beginning on the date which is three (3) years following the date of this Agreement (or October , 2024) and remain qualified to register securities pursuant to a Form S-3 expiring on the date which is four (4) years following the date of this Agreement (or similar short-form registration statement. Subject to the Company not being eligible to register securities on Form S-3October , 2025), 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 holders of a majority of the effectiveness of Institutional Investor Registrable Securities, in each case initially requesting a Short-Form Demand RegistrationRegistration request that such Short-Form Registration be filed pursuant to Rule 415, ULSE and if the Company is qualified to do so, 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 reasonably practicable after the filing thereof; provided that, if the Company is a WKSI at the time of such request, the holders of a majority of the Summit Investor Registrable Securities or the holders of a majority of the Institutional Investor Registrable Securities, as applicable, requesting a Shelf Registration may at request that such Shelf Registration be an Automatic Shelf Registration Statement. In addition, beginning on the date which is three (3) years following the date of this Agreement (or October , 2024) and expiring on the date which is four (4) years following the date of this Agreement (or October , 2025), the holders of a majority of the Institutional Investor Registrable Securities shall have the right to request a Short-Form Registration to be filed pursuant to Rule 415, and if the Company is qualified to do so, 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 reasonably practicable after the filing thereof. If for any time reason the Company is not a WKSI or becomes ineligible to utilize Form S-3, then the Company shall prepare and from time to time request file with the initiation of an offering 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 (or the holders of a “Shelf Take-Down”)majority of the Institutional Investor Registrable Securities, as applicable, initially requesting registration.

Short-Form Registrations. (a) In addition Subject to the Long-Form Demand Registration provided provisions of Section 2.1.4 hereof, the Holders of Registrable Securities may, on no more than one (1) occasion in any six (6) month period, request in writing that the Company, 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 Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all or part of the their Registrable Securities on Form S-3, if available to the Company, F-3 or any similar short-short form registration statement that may be available at such time (“Short-Short Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect the Company shall not be obligated to any requests under this Section 2.2(a), effect such request through an Underwritten Offering. The Holders making a Demand Registration may request that 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 made pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration Rule 415 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 Act (a “ASRShelf Registration”) and, if the Company is a “well-well known seasoned issuer,” as defined under Rule 405 of at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Short Form Registration, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Short Form Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Short Form Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than fifteen (15) days after the Company’s initial receipt of such written request for a Short Form Registration, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 if: (i) Short Form Registration is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. (a) Shelf Registrations. (i) Subject to the availability of financial information required by applicable securities laws, as promptly as practicable after the Company receives written notice of a request for a Shelf Registration, but in any event within sixty (60) days of the mailing of the Company’s notice pursuant to Section 2.3 (provided that all necessary documents for such registration can be obtained and prepared within such 60-day period), the Company shall file with the Commission a registration statement under the Securities Act for the Shelf Registration (a “Shelf Registration Statement”). The Company shall use its reasonable best efforts to qualify cause any Shelf Registration Statement to be declared effective under the Securities Act as soon as practicable after the initial filing of such Shelf Registration Statement, 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-3once effective, the Company shall cause any Form S-3 or ASR such Shelf Registration Statement to remain outstanding continuously effective for such time period as is specified in the request by the Holders, but for no time period longer than the period ending on the earliest of (A) the third anniversary of the initial effective date of such Shelf Registration Statement, (B) the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement, and shall renew any Form S-3 or ASR upon expiration if (C) the date as of which there are shares remaining unsold thereunderno longer any Registrable Securities covered by such Shelf Registration Statement in existence. Without limiting the generality of the foregoing, the Company shall use its reasonable best efforts to prepare a Shelf Registration Statement with respect to all of the Registrable Securities owned by or issuable to the Holders requesting such Shelf Registration to enable and cause such Shelf Registration Statement to be filed and maintained with the Commission as soon as practicable after the Company is eligible to file a Shelf Registration Statement for a Short Form Registration. In order for any Holder to be named as a selling securityholder in such Shelf Registration Statement, the Company may require such Holder to deliver all information about such Holder that is required to be included in such Shelf Registration Statement in accordance with applicable law, including Item 507 of Regulation S-K promulgated under the Securities Act. (cii) Following In the effectiveness event that a Shelf Registration Statement is effective, Holders of a Short-Form Demand Registration, ULSE may Registrable Securities shall have the right at any time and or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect. The applicable Holders shall make such election by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the initiation number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering (the “Shelf Offering”). In the case of an offering or sale Underwritten Takedown, as promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Offering Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all or part other Holders of Shelf Registrable Securities. The Company shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within five (5) Business Days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders of the Registrable Securities registered thereunder that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering. (iii) Notwithstanding the foregoing, if any Holder desires to effect a “sale of Shelf TakeRegistrable Securities that does not constitute an Underwritten Takedown, the Holder shall deliver to the Company a Shelf Offering Request no later than two (2) Business Days prior to the expected date of the sale of such Shelf Registrable Securities, and subject to the limitations set forth in Section 2.3.1(a), the Company shall file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as reasonably practicable. (iv) The Company shall, at the request of Holders of the Registrable Securities covered by a Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement, any post-Down”)effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by such Holders to effect such Shelf Offering.

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 abovel(b), from and after the time holders of twenty-five percent (25%) or more of the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statement, ULSE Registrable Securities shall be entitled to request four registrations under the Securities Act of all or part of the their Registrable Securities on Form S-3, if available to the Company, Forms S-2 or S-3 or any similar short-form registration statement (“Short-Form Demand Registrations” and”) in which the Company shall pay all Registration Expenses. After the Company has become subject to the reporting requirements of the Securities Exchange Act, together with the LongCompany shall use its best efforts to make Short-Form Demand RegistrationRegistrations on Form S-3 available for the sale of Registrable Securities, including, without limitation, as a “Demand Registrationsshelf registration” if so requested by the holders of twenty-five percent (25%) or more of the Registrable Securities.”) B. Section 7(a) of the Registration Agreement shall be amended to read in its entirety as follows: (a) in the case of a registration which is underwritten, agrees to sell such Person’s securities on the basis provided in the applicable underwriting arrangement; provided, however, that with respect to no holder of less than 20% of all Registrable Securities included in any requests under this Section 2.2(a), the aggregate offering price underwritten registration (other than an executive officer or director of the Registrable Securities covered by such registration Company) shall be required to make any representations 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 warranties to the Company not being eligible or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of stock and such holder’s intended method of distribution) or to register securities on Form S-3, undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.” C. To Section 8 of the Registration Agreement shall cause any Form S-3 or ASR to remain outstanding be added the following subsections and the remaining subsections of Section 8 shall renew any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder.be renumbered accordingly: (ca) Following The term “Convertible Notes” means the effectiveness $27,500,000 of a Short-Form Demand Registration9% Convertible Subordinated Notes issued by the Company to GVI, ULSE may at any time pursuant to the Note Purchase Agreement, dated as of June 20, 2000, by and from time to time request among the initiation of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-DownCompany and GVI.”).

Short-Form Registrations. (ai) In addition At all times following an IPO, subject to the Long-Form Demand Registration provided pursuant to Section 2.1 abovea Suspension Period, from and after the time the Company becomes eligible shall use reasonable best efforts 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 a Principal Stockholder 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 (collectively, as applicable, with an Automatic Shelf Registration Statement, a “Shelf Registration Statement”). At any time and from time to time following an IPO, a Principal Stockholder 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 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 held by such Principal Stockholder and its Affiliates, in addition to the other registration rights provided in Section 2 and this Section 3, provided, that the Company shall not be or exceed $25,000,000 (without regard obligated to underwriting discounts and commissions). (b) Upon receipt of effect any written request registration pursuant to this Section 2.23(f)(i), (A) within ninety (90) days after the effective date of any Registration Statement of the Company will use its reasonable best efforts hereunder and (B) unless the amount of Registrable Securities requested to effect be registered by such Principal Stockholder is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least $20,000,000 or such lower amount as agreed to by the registration under the Securities Actother Principal Stockholders. 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 The “Plan of Distribution” section of such Short-Form Demand RegistrationsRegistration shall permit all lawful means of disposition of Registrable Securities, including firm-commitment underwritten public offerings, block trades, agented transactions, sales directly into the market, purchases or sales by brokers and sales not involving a public offering. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. If any Demand Registration rights pursuant is proposed by a Principal Stockholder to this be a Short-Form Registration and an underwritten offering, and if the managing underwriters shall advise the Company and the Holders that, in their reasonable view, 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, then the Company shall file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriters. No such registration nor any other Short-Form Registration shall count as a “Demand Registration” for purposes of the limitations set forth in Section 2.2 3(d). (ii) Upon filing any Short-Form Registration, the Company shall include automatic use 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 registrations take-down, whether or not underwritten, by amending or supplementing the Short-Form Registration or applicable Prospectus as may be reasonably requested by a Principal 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. (“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, as promptly as practicable, 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 all 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 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. (csuch form is not available, Form S-1, have such Shelf Registration Statement declared effective by the SEC and keep such Registration Statement effective during the period during which such Short-Form Registration is required to be kept effective in accordance with Section 3(f)(i). Any registration pursuant to this Section 3(f)(iii) Following the effectiveness of shall be deemed a Short-Form Demand Registration, ULSE may at any time and from time to time request the initiation Registration for purposes of an offering or sale of all or part of the Registrable Securities registered thereunder (a “Shelf Take-Down”)this Agreement.

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 Holder shall be entitled to request registrations under the Securities Act registration on Form S-3 of all or part any securities issuable upon conversion of the Parent Note (the “Registrable Securities on Form S-3, if available to the CompanySecurities”), or any similar short-form registration statement (each, a “Short-Form Demand Registrations” andRegistration”), together with in which the LongMaker shall pay Registration Expenses; 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 $2,500,000 and which contemplates an underwritten offering must be equal to at least $2,500,000. The offering contemplated by the Excepted Registration shall not be underwritten. Demand Registrations will shall be Short-Form Demand Registrations whenever the Company Maker is permitted to use any applicable short form. There will be no limit on the aggregate number of such The Maker shall use its best efforts to make Short-Form Demand RegistrationsRegistrations on Form S-3 available for the sale of the shares of common stock underlying the Parent Notes (the “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 Company , the Maker shall use its reasonable best efforts to qualify and remain qualified keep such shelf registration continuously effective for up to register securities pursuant to a Form S-3 or similar short-form registration statement. Subject to fifteen 15 months following such registration, but not later than the Company not being eligible to register securities date 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 which all or part of the Registrable Securities registered thereunder covered by such shelf registration may be sold without limitation or restriction pursuant to Rule 144 under the Securities Act (or any successor provision having similar effect); provided, however, that prior to the termination of such shelf registration prior to the 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 Maker shall first furnish to each holder of Registrable Securities participating in such shelf registration (i) an opinion, in form and substance reasonably satisfactory to the holders of a majority of the Registrable Securities, of counsel for the Maker reasonably satisfactory to the holders of a majority of the Registrable Securities 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. For the avoidance of doubt, Maker is not currently S-3 eligible and may not be in the future.

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 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 (a “Short-Form Registration”), and, if requested by any Demand Holder 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 and from time to time, each Demand Holder shall have the right to request a Short-Form Registration, if available to the Company, with respect to the Registrable Securities held by such requesting Holder and its Affiliates 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 shelf registration other than pursuant to a Short-Form Registration. (ii) Upon filing any Short-Form Registration, the Company 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 being eligible underwritten, by amending or supplementing the Prospectus related to register securities on such Short-Form Registration as may be reasonably requested by a Demand 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. To the extent that the Company becomes ineligible to use Form S-3, the Company shall cause any file a “shelf” registration statement on Form S-3 or ASR S-1 not later than 60 calendar 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 reasonably practicable. (ciii) Following To the effectiveness of extent the Company 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 Company and such Demand RegistrationNotice requests that the Company file a Shelf Registration Statement, ULSE may 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 Act, 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. If at any time and from time to time request following the initiation filing of an offering Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to, within 60 calendar days, (A) post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or sale 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 3(d)(ii). To the extent that the Company is eligible to file an Automatic Shelf Registration Statement, and any Demand Holder notifies the Company that it wishes to engage in a Block Sale off of all or part of such an Automatic Shelf Registration Statement, and the Company does not have an Automatic Shelf Registration Statement related to the Registrable Securities registered thereunder (a “Securities, the Company shall use its commercially reasonable efforts to file an Automatic Shelf Take-Down”)Registration Statement within five Business Days of such notification by such Demand Holder.

Short-Form Registrations. (a) In addition Subject to the Long-Form Demand Registration provided provisions of Section 2.1.4 hereof, the Holders of Registrable Securities may, on no more than one (1) occasion in any six (6) month period, request in writing that the Company, 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 Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all or part of the their Registrable Securities on Form S-3, if available to the Company, F-3 or any similar short-short form registration statement that may be available at such time (“Short-Short Form Demand Registrations” and, together with the Long-Form Demand Registration, “Demand Registrations”); provided, however, that with respect the Company shall not be obligated to any requests under this Section 2.2(a), effect such request through an Underwritten Offering. The Holders making a Demand Registration may request that 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 made pursuant to this Section 2.2, the Company will use its reasonable best efforts to effect the registration Rule 415 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 Act (a “ASRShelf Registration”) and, if the Company is a “well-well known seasoned issuer,” as defined under Rule 405 of at the time any request for a Demand Registration is submitted to the Company, that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). The Company shall use its reasonable best efforts to qualify and remain qualified to register securities pursuant to Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Short Form S-3 or similar short-form registration statement. Subject to Registration, the Company shall, as promptly as is reasonably practicable, give written notice of the proposed Short Form Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Short Form Registration shall so notify the Company, in writing, within three (3) business days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not being eligible to register securities on more than fifteen (15) days after the Company’s initial receipt of such written request for a Short Form S-3Registration, the Company shall cause register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this Section 2.3 if: (i) Short Form S-3 Registration is not available for such offering; or ASR (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled 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 inclusion in such Registration, ULSE may at any time and from time propose to time request the initiation of an offering or sale of all or part of sell the Registrable Securities registered thereunder and such other equity securities (a “Shelf Take-Down”)if any) at any aggregate price to the public of less than $10,000,000.

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 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” and, together with Registrations in which the LongCompany shall pay all Registration Expenses; provided that the (i) aggregate offering value of the Investor Registrable Securities requested to be registered in any Short-Form Registration must be at least $5,000,000 and (ii) the Company shall not be required to effect more than two (2) Demand Registration, “Demand Registrations”)Registrations in 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 and whether or not such registration counts against the number of Short-Form Registrations in any twelve (12) month period provided for in this Section 1C; provided, however, that with respect the Company shall not be required to pay for any requests under Registration Expenses of any Short-Form Registrations if (i) the registration request is subsequently withdrawn at the request of the holders of a majority of the Investor Registrable Securities to be registered for reasons other than an adverse change in financial market conditions affecting the offering or any information relating to the Company or its Subsidiaries or (ii) the minimum offering conditions set forth in this Section 2.2(a), the aggregate offering price 1C are no longer satisfied because of the number of holders of Registrable Securities covered who have withdrawn, in each case unless the holders of a majority of the Investor Registrable Securities agree that such withdrawn registration request nonetheless counts against the number of Short-Form Registrations in any twelve (12) month period provided for in this Section 1C; provided further, that, if the holders of a majority of the Investor Registrable Securities do not agree that such withdrawn registration request nonetheless counts against such number of Short-Form Registrations provided for in this Section 1C, then all holders that have requested to have Registrable Securities included in such registration will pay all Registration Expenses incurred in connection therewith, pro rata based on the number of Registrable Securities requested by such registration shall holders to 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 Actincluded in such registration. 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 and if the aggregate number of such managing underwriters (if any) agree to use a Short-Form Demand RegistrationsRegistration. After the Company has become subject to the reporting requirements of the Exchange Act, the Company shall use commercially reasonable efforts to make Short-Form Demand Registrations available for the sale of Registrable Securities. If the holders of a majority of the Investor Registrable Securities initially requesting a Short-Form Registration rights request that such registration be filed pursuant to this Section 2.2 shall include automatic shelf registrations Rule 415 (a “ASRShelf Registration”) ), and if the Company is a “well-known seasoned issuer,” as defined under Rule 405 of qualified to do so, then the Securities Act. The Company shall use its commercially reasonable best efforts to qualify and remain qualified cause the Shelf Registration to register securities pursuant to a Form S-3 or similar short-form registration statementbe declared effective under the Securities Act as soon as reasonably practicable after the filing thereof. Subject to 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, then the Company shall cause any Form S-3 prepare and file with the U.S. Securities and Exchange Commission (the “Commission”) one 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 more registration statements on such form that is available for the effectiveness sale of a Registrable Securities. All Short-Form Demand Registration, ULSE may at any time and from time to time request Registrations shall be underwritten registrations unless otherwise approved by the initiation holders of an offering or sale of all or part a majority of the 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 above2(b), from (i) (A) each of the Holders holding a majority of the Registrable Securities (other than the Holders holding the Founder Shares) and after (B) the time Holders 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 Founder 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 and (ii) each of (A) GPM HP SCF Investor, LLC, (B) ▇▇▇▇ ▇▇▇▇▇▇ (including Holders affiliated with ▇▇. ▇▇▇▇▇▇), (C) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (including Holders affiliated with ▇▇. ▇▇▇▇▇▇▇), (D) GPM Owner LLC, and (E) the LongMSD Entities shall be entitled to one (1) Short-Form Demand RegistrationRegistration per year, “Demand Registrations”in each case of the foregoing clauses (i) and (ii), in which Pubco shall pay all Registration Expenses whether or not any such Short-Form 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 two (without regard to underwriting discounts and commissions). (b2) 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 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 Registrable Securities. If Pubco is qualified to and, pursuant to the request of the holders of a majority of the Registrable Securities registered thereunder or the Initiating Holder(s), as applicable, has filed with the Commission a registration statement under the Securities 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 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 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. 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-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 for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration statement("Short Form Registrations") as soon as practicable after the date hereof. Subject At any time after the Start Date, the Required Holders will be entitled to request an unlimited number of Short-Form Registrations, in addition to the Company not being eligible registration rights provided in Section 1(a), provided that, subject to register securities on Form S-3clause (ii) of this Section 1(c), the Company shall cause not be obligated to register a number of Registrable Securities equal to less than 10% of the issued and outstanding shares of the Company's common stock calculated on an As-Converted Basis, and provided, further, that the Company will not be obligated to effect any Form S-3 or ASR registration pursuant to remain outstanding and shall renew this Section 1(c) more than twice in any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder360-day period. (cii) Following The Employees are hereby deemed to have made a request to the effectiveness Company for Short Form Registration on Form S-3 with respect to all of the Employees' Common Shares in compliance with clause (i) of this Section 1(c) (the "Employee Demand") and, for purposes solely of such Employee Demand, are deemed collectively to constitute Required Holders. The limitation set forth in the first proviso of the second sentence of clause (i) of this Section 1(c) is inapplicable to the Employee Demand. Notwithstanding anything contained in this Agreement to the contrary, once the Registration Statement in respect of the Employee Demand has been declared effective, the Company shall prepare and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period ending on the sooner to occur of (a) the first date on which no Employee holds any of the Employees' Common Shares and (b) the date of the first anniversary of the date on which such Registration Statement was declared effective. Notwithstanding Section 1(e) below, the Company shall have no obligation to effect the sale of the Employees' Common Shares pursuant to the Employee Demand in an underwritten offering. (iii) Promptly after its receipt of any request for a Short-Form Demand RegistrationRegistration (other than the Employee Demand), ULSE may at the Company shall give written notice of such request to all other Holders, and shall use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that any time and from time Holder has requested in writing to time request be registered by no later than the initiation 15th day after the date of an offering or sale such notice. The Company shall pay all Registration Expenses incurred in connection with any Short-Form Registration (including, for the avoidance of all or part doubt, the Short Form Registration in respect of the Registrable Securities registered thereunder (a “Shelf Take-Down”Employee Demand).

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 The Company will use its reasonable best efforts to effect the qualify for 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 any comparable or successor form or forms or any similar short-form registration statement. Subject (“Short-Form Registrations”), and, if requested by the Lead Investor and available to the Company, such Short-Form Registration will 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, and to that end the Company will register (whether or not being eligible required by law to register do so) the Common Shares under the Exchange Act in accordance with the provisions of that Act following the effective date of the first registration of any securities of the Company on Form S-3, S-1 or any comparable or successor form or forms. In no event shall the Company shall cause be obligated to effect any Form S-3 or ASR shelf registration other than pursuant 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. Following an IPO, ULSE may the Lead Investor will be entitled to request at any time and from time to time request an unlimited number of Short-Form Registrations, if available to the initiation of an offering or sale of all or part of Company, with respect to the Registrable Securities held by its Principal Investor Group, in addition to the registration rights provided in Section 1(a), provided that the Company will not be obligated to effect any registration pursuant to this Section 2 (i) within 90 days after the effective date of any Registration Statement of the Company hereunder or (ii) unless the value of Registrable Securities of the Principal Investor Group of the Lead Investor included in the applicable Registration Request is at least $20 million or such lower amount as agreed by the Requisite Additional Investors. Promptly after its receipt of any request for a Short-Form Registration, the Company will give written notice of such request to all other Holders, and will use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that any Holder has requested in writing to be registered thereunder by no later than the 15th day after the date of such notice. The Company will pay all Registration Expenses incurred in connection with any Short-Form Registration. If any Demand Registration is proposed to be a Short-Form Registration and an underwritten offering, if the managing underwriter shall advise the Company that, in its 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, then the Company will file a registration statement on Form S-1 or supplement the Short-Form Registration as reasonably requested by such managing underwriter (it being understood and agreed that any such registration shall not count as a “Shelf Take-Down”Demand Registration” for purposes of calculating how many “Demand Registrations” the Lead Investor has initiated).

Short-Form Registrations. (a) In addition to the Long-Form Demand Registration Registrations provided pursuant to Section 2.1 above, from and subject to the terms of this Agreement, the holders of Registrable Shares will be entitled at any time after the time expiration or termination of any lock-up agreements entered into by the Company becomes eligible to register securities issued by it on a Form S-3 or any similar short-form registration statementin connection with an initial Public Offering, ULSE shall be entitled to request registrations under the Securities Act of all or part of the their Registrable Securities Shares, if available, on Form S-3, if available to the Company, S-2 or S-3 or any similar short-form registration statement (“"Short-Form Demand Registrations” and, "; together with the Long-Form Demand RegistrationRegistrations, “"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 . Within ten (without regard to underwriting discounts and commissions). (b10) Upon days after receipt of any written request pursuant to this Section 2.2, the Company will give written notice of such request to all other holders of Registrable Shares and will include in such registration all Registrable Shares with respect to which the Company has received written requests for inclusion within ten (10) days after delivery of the Company's notice. Once the Company becomes eligible to use Form S-2 or Form S-3 for the registration of securities under the Securities Act, it agrees to use its reasonable best efforts to effect preserve such eligibility so long as holders of Registrable Shares may request a Demand Registration under this Agreement. At the request of the demanding holder, a Demand Registration may also be a shelf registration for an offering to be made on a delayed or continual basis pursuant to Rule 415 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 If a Short-Form Demand Registration is to be an underwritten public offering, and if the underwriters for marketing or other reasons request the inclusion in the registration statement of information which is not required under the Securities Act to be included in a registration statement on the applicable form for the Short-Form Registration, ULSE the Company will provide such information as may at any time and from time to time request be reasonably requested for inclusion by the initiation of an offering or sale of all or part of underwriters in the Registrable Securities registered thereunder (a “Shelf TakeShort-Down”)Form Registration.

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 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(“Short Form Registrations”) as soon as practicable after the date hereof. Subject At any time after the Start Date, the Required Holders will be entitled to request an unlimited number of Short-Form Registrations, in addition to the Company not being eligible registration rights provided in Section 1(a), provided that, subject to register securities on Form S-3clause (ii) of this Section 1(c), the Company shall cause not be obligated to register a number of Registrable Securities equal to less than 10% of the issued and outstanding shares of the Company’s common stock calculated on an As-Converted Basis, and provided, further, that the Company will not be obligated to effect any Form S-3 or ASR registration pursuant to remain outstanding and shall renew this Section 1(c) more than twice in any Form S-3 or ASR upon expiration if there are shares remaining unsold thereunder360-day period. (cii) Following The Employees are hereby deemed to have made a request to the effectiveness Company for Short Form Registration on Form S-3 with respect to all of the Employees’ Common Shares in compliance with clause (i) of this Section 1(c) (the “Employee Demand”) and, for purposes solely of such Employee Demand, are deemed collectively to constitute Required Holders. The limitation set forth in the first proviso of the second sentence of clause (i) of this Section 1(c) is inapplicable to the Employee Demand. Notwithstanding anything contained in this Agreement to the contrary, once the Registration Statement in respect of the Employee Demand has been declared effective, the Company shall prepare and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration Statement effective for a period ending on the sooner to occur of (a) the first date on which no Employee holds any of the Employees’ Common Shares and (b) the date of the first anniversary of the date on which such Registration Statement was declared effective. Notwithstanding Section 1(e) below, the Company shall have no obligation to effect the sale of the Employees’ Common Shares pursuant to the Employee Demand in an underwritten offering. (iii) Promptly after its receipt of any request for a Short-Form Demand RegistrationRegistration (other than the Employee Demand), ULSE may at the Company shall give written notice of such request to all other Holders, and shall use its reasonable best efforts to register, in accordance with the provisions of this Agreement, all Registrable Securities that any time and from time Holder has requested in writing to time request be registered by no later than the initiation 15th day after the date of an offering or sale such notice. The Company shall pay all Registration Expenses incurred in connection with any Short-Form Registration (including, for the avoidance of all or part doubt, the Short Form Registration in respect of the Registrable Securities registered thereunder (a “Shelf Take-Down”Employee Demand).