Termination of Exchange Act Registration. Notwithstanding anything to the contrary in this Section 2, if the Company expects that it will no longer be subject to the reporting requirements of Section 12(b), 12(g) or 15(d) of the Exchange Act, subject to the condition precedent that the Company shall have entered into a New Registration Rights Agreement with the Investors holding Registrable Securities at such time, at the time it is no longer subject to such reporting requirements, the Company shall no longer be required to comply with Section 8 or to file or maintain the effectiveness of any Registration Statements filed under this Agreement (or perform any Registration Actions (as defined below) and may withdraw any such Registration Statements in accordance with

Holders of the Notes (including Subsequent Purchasers) will have the registration rights set forth in a registration rights agreement applicable to the Notes (the “Registration Rights Agreement”) to be executed on and dated as of the Closing Date (as hereinafter defined). Pursuant to the Registration Rights Agreement, the Company will agree, among other things, to file with the SEC # a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to notes to be offered in exchange for the Notes (the “Exchange Notes”) which shall be identical to the Notes, except that the Exchange Notes shall have been registered pursuant to the Exchange Offer Registration Statement and will not be subject to restrictions on transfer or contain additional interest provisions, (such offer to exchange being referred to as the “Exchange Offer”), and/or # under certain circumstances, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the resale by certain holders of the Notes. If required under the Registration Rights Agreement, the Company will issue Exchange Notes to the Initial Purchasers (the “Private Exchange Notes”). If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes under certain circumstances to be set forth in the Registration Rights Agreement.

(1) the prospectus for the Registered Convertible Note Exchange (the “Convertible Note Exchange Prospectus”); # the Intercreditor Agreement; # the indenture governing the New Convertible Notes (the “New Convertible Notes Indenture”), the security agreement for the New Convertible Notes (the “New Convertible Notes Security Agreement”), and any other related security, pledge or other loan or collateral documents; # the registration statement on Form S-4 (the “Convertible Note Exchange Registration Statement”) to register the Registered Convertible Note Exchange Offer under the Securities Act of 1933 (the “Securities Act”); # a Statement on [Schedule TO] with respect to the Registered Convertible Note Exchange Offer and all other filings required under the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to the Convertible Note Exchange Offer (the “Other Filings”); # a registration rights agreement with respect to the New Convertible Notes and the shares of Company Common Stock (the “Conversion Shares”) to be issued to the Supporting Convertible Noteholders in a Private Convertible Note Exchange (the “New Converts Registration Rights Agreement”); # a registration statement to register the resale of # the New Convertible Notes to be issued to the Supporting Convertible Noteholders in a Private Convertible Note Exchange and # all Conversion Shares that will be issuable upon conversion of the New Convertible Notes issued to the Supporting Convertible Noteholders in a Private Convertible Note Exchange (the “New Converts Registration Statement”); and # any other related documents, releases, agreements, or instruments reasonably necessary or appropriate to effectuate the Private Convertible Note Exchange or the Registered Convertible Note Exchange Offer (collectively, the “Convertible Note Exchange Transaction Documents”); and

Offer Space. Notwithstanding anything to the contrary in this Lease, [[Organization A:Organization]] and [[Organization B:Organization]] acknowledge and agree that neither the Phase 1 Expansion Space nor the Phase 2 Expansion Space is contiguous Offer Space (as defined in the Lease) subject to the expansion rights set forth in [Article 36] of the Lease.

Offer Completion. The Offer shall have been completed in accordance with the terms hereof and the Proxy Statement.

Offer Period. The signed original of this Separation Agreement must be returned to the Chief Legal Officer of the Company no later than March 9, 2023 or this offer will be considered withdrawn.

No Offer. Submission of this instrument for examination and signature by Tenant does not constitute an offer to amend the Lease or a reservation of or option to amend the Lease, and this instrument is not effective as a lease amendment or otherwise until executed and delivered by both Landlord and Tenant.

Registration. If Shares are issued in a transaction exempt from registration under the Securities Act of 1933, as amended, then, if deemed necessary by Company’s counsel, as a condition to the Company issuing the Shares, the Employee shall represent in writing to the Company that the Employee is acquiring the Shares for investment purposes only and not with a view to distribution, and Restrictions shall be imposed on the Shares to the effect that such Shares may not be transferred without an applicable exemption under the Securities Act of 1933 or registration thereunder.

REGISTRATION. The Company will use reasonable efforts to prepare and file and use reasonable efforts to cause to be declared effective or otherwise become effective pursuant to the Securities Act no later than August 31, 2023 a Registration Statement or post-effective amendment to an existing Registration Statement in order to provide for resales of the Registrable Securities to be made on a delayed or continuous basis pursuant to Rule 415 under Act (subject to the availability of a Registration Statement on Form S-3 or any successor form thereto). “Registrable Securities” shall mean the Notes and the shares of Common Stock issuable upon conversion thereof; provided, any such securities shall cease to be Registrable Securities when # they have been sold or otherwise disposed of pursuant to an effective Registration Statement or in compliance with Rule 144 or # they cease to be outstanding; provided, further, that any security that has ceased to be Registrable Securities in accordance with the foregoing definition shall not thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities are not Registrable Securities.

Registration. Within thirty (30) days after the execution of this Agreement, JUPITER shall, if required complete the registration of this Agreement with relevant government authorities as required by local laws and shall reasonably promptly notify AB thereof.