UTZ

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Merger Agreement; Merger Consideration and Treatment of Equity Awards As summarized under Item 3 above, on July 20, 2026, the Issuer, Acquiror, Merger Sub and Parent entered into the Merger Agreement. The Issuer's board of directors, acting on the unanimous recommendation of a special committee of the Issuer's board of directors, consisting only of directors that the Issuer's board of directors determined to each be a "disinterested director" (as defined in Section 144 of the General Corporation Law of the State of Delaware, as amended (the "DGCL")), with respect to the contemplated transactions (the "Special Committee"), has unanimously of all voting, among other things, (i) determined that the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, the Issuer and its stockholders, including (x) the holders of the outstanding shares of Class A Common Stock par value $0.0001 per share, of the Issuer ("Class A Common Stock"), excluding (a) Parent, Acquiror and Merger Sub and their respective controlled Affiliates (if applicable), (b) Series U and Series R, (c) the parties to the Voting Agreement (as defined below) (other than Acquiror and the Issuer) and their respective controlled Affiliates, (d) certain other persons identified in the Merger Agreement and (e) any person that the Issuer's Board of Directors has determined to be an "officer" of the Issuer within the meaning of Rule 16a-1(f) of the Exchange Act (such stockholders collectively, the "Unaffiliated Company Stockholders"); (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby (including the Merger, the TRA Payment (as defined below) and the Recapitalization (as defined below)) and (iii) resolved to recommend that the stockholders of the Issuer vote in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization. None of the Reporting Persons that served on the board of directors of the Issuer served as members of the Special Committee and such Reporting Persons abstained from any approval of the Merger Agreement, the Transaction Agreements and the transactions contemplated thereby. At the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares owned or held in treasury by the Issuer, which will be automatically cancelled for no consideration, (ii) shares owned by any direct or indirect subsidiary of the Issuer or by Parent or any of its direct or indirect Subsidiaries, which will remain outstanding at the Effective Time and (iii) shares as to which appraisal rights have been properly exercised and perfected under Section 262 of the DGCL) will be automatically converted into the right to receive $14.25 per share of Class A Common Stock in cash, without interest and net of applicable withholding taxes (the "Merger Consideration"). In addition, at the Effective Time, each share of Class V Common Stock, par value $0.0001 per share, of the Issuer ("Class V Common Stock" and together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the Effective Time (all of which are held by Series U and Series R) will be automatically canceled for no consideration. Each option to purchase Class A Common Stock (each, a "Company Option") that is outstanding and unexercised as of immediately prior to the Effective Time (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date), an amount, in cash, without interest, equal to the product of (A) the total number of shares of Class A Common Stock subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per share of Class A Common Stock of such Company Option. If the per share exercise price of any Company Option is equal to or greater than the Merger Consideration, such Company Option will be cancelled as of the Effective Time without any payment therefor. Each restricted stock unit or performance share unit payable in shares of Class A Common Stock (or whose value is determined with reference to the value of Class A Common Stock) (each, a "Company Restricted Stock Unit") that is held by any director of the Issuer who is not an employee of the Issuer or any Affiliate of the Issuer that is outstanding as of immediately prior to the Effective Time (each, a "Director RSU") (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date, subject to Section 409A of the Internal Revenue Code of 1986, as amended), an amount, in cash, without interest, equal to the sum of (x) the product of (A) the total number of shares of Class A Common Stock subject to such Director RSU immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Director RSUs. Each Company Restricted Stock Unit other than a Director RSU that is outstanding as of immediately prior to the Effective Time will, at the Effective Time, be converted into the contingent right to receive from the Surviving Corporation or its Subsidiaries an amount, in cash, without interest, equal to the sum of (x) the product of (A) the number of shares of Class A Common Stock subject to such Company Restricted Stock Unit immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Company Restricted Stock Units (each a "Restricted Cash Award"); provided, that for purposes of determining the number of shares of Class A Common Stock subject to any Company Restricted Stock Unit immediately prior to the Effective Time, with respect to any Company Restricted Stock Unit that vests based in whole or in part on the achievement of performance conditions, such number will be determined by the Issuer's board of directors (or, if appropriate, any duly authorized committee thereof administering the Company Stock Plans) immediately prior to the Effective Time based on the actual level of performance as of immediately prior to the Effective Time. Each Restricted Cash Award will continue to have, and will be subject to, the same terms and conditions (excluding, for the avoidance of doubt, any performance conditions and additional dividend equivalent rights, which will not apply following the Effective Time), including vesting terms and conditions (including any accelerated vesting upon a qualifying termination of employment), as applied to the corresponding Company Restricted Stock Unit immediately prior to the Effective Time and will be payable in cash within thirty (30) days following the vesting thereof. Prior to the Effective Time, the Issuer will take all actions necessary pursuant to the terms of the Issuer's 2021 Employee Stock Purchase Plan (the "Company ESPP") and applicable Law to, contingent on the Effective Time, (i) provide that (A) no new Purchase Period (as defined in the Company ESPP) will be commenced following the date of the Merger Agreement under the Company ESPP, (B) there will be no increase in the amount of participants' payroll deduction elections under the Company ESPP or any contributions other than previously elected payroll deductions during the current Purchase Period from those in effect as of the date of the Merger Agreement, (C) no individuals will commence participation in the Company ESPP during the period from the date of the Merger Agreement through the Effective Time and (D) each purchase right issued pursuant to the Company ESPP will be fully exercised on the Final Purchase Date (as defined below) (with Class A Common Stock issued pursuant to such exercise treated in accordance with the treatment of Class A Common Stock described above and with any participant payroll deductions not applied to the purchase of Class A Common Stock returned to the participant); and (ii) terminate the Company ESPP effective as of immediately prior to the Effective Time. For purposes of the Merger Agreement, the "Final Purchase Date" will be the earlier of (x) the scheduled purchase date for such Purchase Period and (y) a date that is within ten (10) Business Days prior to the Effective Time. Closing Conditions Each party to the Merger Agreement's obligation to consummate the Merger is conditioned upon (i) the affirmative vote of (x) the holders of a majority of the issued and outstanding shares of Common Stock and (y) a majority of the votes cast by the disinterested stockholders (as such term is defined in Section 144 of the DGCL) of the Issuer (which, for the avoidance of doubt, excludes any stockholder that is not an Unaffiliated Company Stockholder), in each case in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby including the Merger, the TRA Payment and the Recapitalization; (ii) no order by any court of competent jurisdiction, any federal, state or comparable foreign Governmental Entity of competent jurisdiction or any other material Governmental Entity of competent jurisdiction in the United States or in any jurisdiction where Parent or the Company has material sales or operations having been entered and continuing to be in effect that temporarily or permanently prohibits, enjoins or makes illegal the consummation of the Merger, the TRA Payment, the termination of the Tax Receivable Agreement, the Recapitalization or the effectiveness of the Closing Provisions of the Fourth A&R UBH Operating Agreement (each as defined below) (any of the foregoing, a "Legal Restraint"); and (iii) the expiration or termination of the required waiting period (and extensions thereof) applicable to the Merger or the Recapitalization under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other clearances or approvals under applicable Antitrust Laws in identified jurisdictions. In addition, the obligation of each party to consummate the Merger is conditioned upon the other party's representations and warranties being true and correct (subject to certain customary materiality exceptions and qualifications) and the other party having performed in all material respects its obligations under the Merger Agreement and the other Transaction Agreements and, in the case of Parent, Acquiror and Merger Sub, no Burdensome Condition being a condition to receipt of (or otherwise included in) any Regulatory Approval and no Company Material Adverse Effect having arisen or occurred following the date of the Merger Agreement that is continuing. In addition, the obligation of Parent, Acquiror and Merger Sub to consummate the Merger is conditioned, among other things, on (i) the TRA Payment, the termination of the Tax Receivable Agreement and the Recapitalization being consummated substantially concurrently with the Closing and the Closing Provisions of the Fourth A&R UBH Operating Agreement becoming effective substantially concurrently with the Closing (provided that, (A) except in the case of clause (B), this condition will not apply if the reason that it is not satisfied is because Parent has not complied with certain specified obligations in the Implementation Agreement (as defined below) (including to (1) deliver to the Issuer funds sufficient to make the TRA Payment and (2) cause the OpCo Debt Financing (as defined below) to be delivered) and all other conditions to the consummation of the Merger are satisfied or waived or would be satisfied if the Closing were to occur), and (B) this condition will not be satisfied if the Redemption Shortfall Amount (as defined below) would exceed at the Closing the Redemption Note Cap (as defined below) at such time; (ii) certain representations and warranties of Series U and Series R being true and correct (subject to certain qualifications) as set forth in the Implementation Agreement; and (iii) a certificate being delivered by each of Series U and Series R under the Implementation Agreement certifying that the condition in clause (ii) has been satisfied. Under the Redemption Agreement, the "Redemption Amount" is the amount equal to the number of common units of UBH to be redeemed thereunder in the Redemption, multiplied by a per-Common Unit price of $14.25. In the event that there are insufficient amounts available as calculated under the Redemption Agreement (including assuming that certain amounts are funded regardless of whether funding has occurred) to fund the Redemption Amount (such difference, the "Redemption Shortfall Amount"), then a portion of the Redemption will be funded in cash and the Redemption Shortfall Amount will be funded in the form of a promissory note issued by UBH to the Surviving Corporation (the "Redemption Promissory Note") with a principal amount equal to the Redemption Shortfall Amount, but in no event will the principal amount of the Redemption Promissory Note exceed the sum of (i) $100,000,000 and (ii) the Equipment Financing Repayment Amount (as defined in the Redemption Agreement) (the sum of clause (i) and clause (ii), the "Redemption Note Cap"). Voting Agreement On July 20, 2026, concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a voting agreement (the "Voting Agreement") with Parent, Acquiror and the Issuer, pursuant to which the Reporting Persons agreed, among other things, to vote or caused to be voted all of the shares of Class A Common Stock and Class V Common Stock owned (beneficially or of record) by them (collectively, their "Issuer Shares") (i) in favor of the approval and adoption of the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization, with respect to each meeting (or with respect to any action by written consent) at or for which a vote of such Reporting Person is requested for the approval and adoption therefor, (ii) in favor of any proposal to adjourn or postpone the meeting of stockholders at which the Merger Agreement and the other matters referenced above will be voted upon or any adjournment or postponement thereof in accordance with the Merger Agreement, (iii) in favor of any other proposal necessary for the consummation of the Merger, the TRA Payment and the Recapitalization, (iv) against any Company Takeover Proposal, (v) against any other action, agreement or transaction that would or would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the consummation of the Merger, the TRA Payment and the Recapitalization or the performance by Reporting Persons of their obligations under the Voting Agreement and (vi) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty of the Issuer contained in the Merger Agreement or any other Transaction Agreement or of the Reporting Persons contained in the Voting Agreement or any other applicable Transaction Agreement. In addition, the Voting Agreement prohibits the transfer of Issuer Shares by the Reporting Persons during the term of the Voting Agreement without the prior written consent of Parent and the Issuer other than certain transfers of Issuer Shares to Permitted Transferees (as defined in the Voting Agreement). Any additional Issuer Shares or other voting securities of the Issuer (or securities convertible into or exchangeable for such voting securities) that a Reporting Person acquires after the date of the Voting Agreement and prior to its termination (the "New Issuer Shares") become subject to the Voting Agreement to the same extent as the Issuer Shares owned by such Reporting Person as of the date of the Voting Agreement. Pursuant to the Voting Agreement, each Reporting Person agreed that in the event such person fails to comply with its obligations under the Voting Agreement with respect to voting Issuer Shares in accordance with the Voting Agreement terms, such person grants Parent an irrevocable voting proxy to vote the shares covered by the Voting Agreement, which the Parent is required to exercise pursuant to the Voting Agreement. The Reporting Persons also agreed to refrain from taking certain other actions, including soliciting proxies in connection with the transactions contemplated under the Transaction Agreements or any Company Takeover Proposal, or initiating a stockholder vote with respect to any Company Takeover Proposal, in each case, subject to the terms of the Voting Agreement. Each Reporting Person has also irrevocably waived, and agreed not to exercise, any rights of appraisal or rights of dissent from the Merger with respect to its Issuer Shares or New Issuer Shares. Delisting of Shares of Class A Common Stock If the Merger is consummated, the Class A Common Stock of the Issuer will cease to be quoted on the New York Stock Exchange and will be eligible for deregistration under the Exchange Act. The descriptions of the Merger Agreement and the other Transaction Agreements contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to such agreements, which are filed as exhibits hereto and incorporated by reference herein. Other than as described in Item 4 above, the Reporting Persons do not have any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. The information set forth under Item 3 of this Amendment No. 3 is incorporated herein by reference.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Merger Agreement; Merger Consideration and Treatment of Equity Awards As summarized under Item 3 above, on July 20, 2026, the Issuer, Acquiror, Merger Sub and Parent entered into the Merger Agreement. The Issuer's board of directors, acting on the unanimous recommendation of a special committee of the Issuer's board of directors, consisting only of directors that the Issuer's board of directors determined to each be a "disinterested director" (as defined in Section 144 of the General Corporation Law of the State of Delaware, as amended (the "DGCL")), with respect to the contemplated transactions (the "Special Committee"), has unanimously of all voting, among other things, (i) determined that the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, the Issuer and its stockholders, including (x) the holders of the outstanding shares of Class A Common Stock par value $0.0001 per share, of the Issuer ("Class A Common Stock"), excluding (a) Parent, Acquiror and Merger Sub and their respective controlled Affiliates (if applicable), (b) Series U and Series R, (c) the parties to the Voting Agreement (as defined below) (other than Acquiror and the Issuer) and their respective controlled Affiliates, (d) certain other persons identified in the Merger Agreement and (e) any person that the Issuer's Board of Directors has determined to be an "officer" of the Issuer within the meaning of Rule 16a-1(f) of the Exchange Act (such stockholders collectively, the "Unaffiliated Company Stockholders"); (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby (including the Merger, the TRA Payment (as defined below) and the Recapitalization (as defined below)) and (iii) resolved to recommend that the stockholders of the Issuer vote in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization. None of the Reporting Persons that served on the board of directors of the Issuer served as members of the Special Committee and such Reporting Persons abstained from any approval of the Merger Agreement, the Transaction Agreements and the transactions contemplated thereby. At the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares owned or held in treasury by the Issuer, which will be automatically cancelled for no consideration, (ii) shares owned by any direct or indirect subsidiary of the Issuer or by Parent or any of its direct or indirect Subsidiaries, which will remain outstanding at the Effective Time and (iii) shares as to which appraisal rights have been properly exercised and perfected under Section 262 of the DGCL) will be automatically converted into the right to receive $14.25 per share of Class A Common Stock in cash, without interest and net of applicable withholding taxes (the "Merger Consideration"). In addition, at the Effective Time, each share of Class V Common Stock, par value $0.0001 per share, of the Issuer ("Class V Common Stock" and together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the Effective Time (all of which are held by Series U and Series R) will be automatically canceled for no consideration. Each option to purchase Class A Common Stock (each, a "Company Option") that is outstanding and unexercised as of immediately prior to the Effective Time (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date), an amount, in cash, without interest, equal to the product of (A) the total number of shares of Class A Common Stock subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per share of Class A Common Stock of such Company Option. If the per share exercise price of any Company Option is equal to or greater than the Merger Consideration, such Company Option will be cancelled as of the Effective Time without any payment therefor. Each restricted stock unit or performance share unit payable in shares of Class A Common Stock (or whose value is determined with reference to the value of Class A Common Stock) (each, a "Company Restricted Stock Unit") that is held by any director of the Issuer who is not an employee of the Issuer or any Affiliate of the Issuer that is outstanding as of immediately prior to the Effective Time (each, a "Director RSU") (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date, subject to Section 409A of the Internal Revenue Code of 1986, as amended), an amount, in cash, without interest, equal to the sum of (x) the product of (A) the total number of shares of Class A Common Stock subject to such Director RSU immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Director RSUs. Each Company Restricted Stock Unit other than a Director RSU that is outstanding as of immediately prior to the Effective Time will, at the Effective Time, be converted into the contingent right to receive from the Surviving Corporation or its Subsidiaries an amount, in cash, without interest, equal to the sum of (x) the product of (A) the number of shares of Class A Common Stock subject to such Company Restricted Stock Unit immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Company Restricted Stock Units (each a "Restricted Cash Award"); provided, that for purposes of determining the number of shares of Class A Common Stock subject to any Company Restricted Stock Unit immediately prior to the Effective Time, with respect to any Company Restricted Stock Unit that vests based in whole or in part on the achievement of performance conditions, such number will be determined by the Issuer's board of directors (or, if appropriate, any duly authorized committee thereof administering the Company Stock Plans) immediately prior to the Effective Time based on the actual level of performance as of immediately prior to the Effective Time. Each Restricted Cash Award will continue to have, and will be subject to, the same terms and conditions (excluding, for the avoidance of doubt, any performance conditions and additional dividend equivalent rights, which will not apply following the Effective Time), including vesting terms and conditions (including any accelerated vesting upon a qualifying termination of employment), as applied to the corresponding Company Restricted Stock Unit immediately prior to the Effective Time and will be payable in cash within thirty (30) days following the vesting thereof. Prior to the Effective Time, the Issuer will take all actions necessary pursuant to the terms of the Issuer's 2021 Employee Stock Purchase Plan (the "Company ESPP") and applicable Law to, contingent on the Effective Time, (i) provide that (A) no new Purchase Period (as defined in the Company ESPP) will be commenced following the date of the Merger Agreement under the Company ESPP, (B) there will be no increase in the amount of participants' payroll deduction elections under the Company ESPP or any contributions other than previously elected payroll deductions during the current Purchase Period from those in effect as of the date of the Merger Agreement, (C) no individuals will commence participation in the Company ESPP during the period from the date of the Merger Agreement through the Effective Time and (D) each purchase right issued pursuant to the Company ESPP will be fully exercised on the Final Purchase Date (as defined below) (with Class A Common Stock issued pursuant to such exercise treated in accordance with the treatment of Class A Common Stock described above and with any participant payroll deductions not applied to the purchase of Class A Common Stock returned to the participant); and (ii) terminate the Company ESPP effective as of immediately prior to the Effective Time. For purposes of the Merger Agreement, the "Final Purchase Date" will be the earlier of (x) the scheduled purchase date for such Purchase Period and (y) a date that is within ten (10) Business Days prior to the Effective Time. Closing Conditions Each party to the Merger Agreement's obligation to consummate the Merger is conditioned upon (i) the affirmative vote of (x) the holders of a majority of the issued and outstanding shares of Common Stock and (y) a majority of the votes cast by the disinterested stockholders (as such term is defined in Section 144 of the DGCL) of the Issuer (which, for the avoidance of doubt, excludes any stockholder that is not an Unaffiliated Company Stockholder), in each case in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby including the Merger, the TRA Payment and the Recapitalization; (ii) no order by any court of competent jurisdiction, any federal, state or comparable foreign Governmental Entity of competent jurisdiction or any other material Governmental Entity of competent jurisdiction in the United States or in any jurisdiction where Parent or the Company has material sales or operations having been entered and continuing to be in effect that temporarily or permanently prohibits, enjoins or makes illegal the consummation of the Merger, the TRA Payment, the termination of the Tax Receivable Agreement, the Recapitalization or the effectiveness of the Closing Provisions of the Fourth A&R UBH Operating Agreement (each as defined below) (any of the foregoing, a "Legal Restraint"); and (iii) the expiration or termination of the required waiting period (and extensions thereof) applicable to the Merger or the Recapitalization under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other clearances or approvals under applicable Antitrust Laws in identified jurisdictions. In addition, the obligation of each party to consummate the Merger is conditioned upon the other party's representations and warranties being true and correct (subject to certain customary materiality exceptions and qualifications) and the other party having performed in all material respects its obligations under the Merger Agreement and the other Transaction Agreements and, in the case of Parent, Acquiror and Merger Sub, no Burdensome Condition being a condition to receipt of (or otherwise included in) any Regulatory Approval and no Company Material Adverse Effect having arisen or occurred following the date of the Merger Agreement that is continuing. In addition, the obligation of Parent, Acquiror and Merger Sub to consummate the Merger is conditioned, among other things, on (i) the TRA Payment, the termination of the Tax Receivable Agreement and the Recapitalization being consummated substantially concurrently with the Closing and the Closing Provisions of the Fourth A&R UBH Operating Agreement becoming effective substantially concurrently with the Closing (provided that, (A) except in the case of clause (B), this condition will not apply if the reason that it is not satisfied is because Parent has not complied with certain specified obligations in the Implementation Agreement (as defined below) (including to (1) deliver to the Issuer funds sufficient to make the TRA Payment and (2) cause the OpCo Debt Financing (as defined below) to be delivered) and all other conditions to the consummation of the Merger are satisfied or waived or would be satisfied if the Closing were to occur), and (B) this condition will not be satisfied if the Redemption Shortfall Amount (as defined below) would exceed at the Closing the Redemption Note Cap (as defined below) at such time; (ii) certain representations and warranties of Series U and Series R being true and correct (subject to certain qualifications) as set forth in the Implementation Agreement; and (iii) a certificate being delivered by each of Series U and Series R under the Implementation Agreement certifying that the condition in clause (ii) has been satisfied. Under the Redemption Agreement, the "Redemption Amount" is the amount equal to the number of common units of UBH to be redeemed thereunder in the Redemption, multiplied by a per-Common Unit price of $14.25. In the event that there are insufficient amounts available as calculated under the Redemption Agreement (including assuming that certain amounts are funded regardless of whether funding has occurred) to fund the Redemption Amount (such difference, the "Redemption Shortfall Amount"), then a portion of the Redemption will be funded in cash and the Redemption Shortfall Amount will be funded in the form of a promissory note issued by UBH to the Surviving Corporation (the "Redemption Promissory Note") with a principal amount equal to the Redemption Shortfall Amount, but in no event will the principal amount of the Redemption Promissory Note exceed the sum of (i) $100,000,000 and (ii) the Equipment Financing Repayment Amount (as defined in the Redemption Agreement) (the sum of clause (i) and clause (ii), the "Redemption Note Cap"). Voting Agreement On July 20, 2026, concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a voting agreement (the "Voting Agreement") with Parent, Acquiror and the Issuer, pursuant to which the Reporting Persons agreed, among other things, to vote or caused to be voted all of the shares of Class A Common Stock and Class V Common Stock owned (beneficially or of record) by them (collectively, their "Issuer Shares") (i) in favor of the approval and adoption of the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization, with respect to each meeting (or with respect to any action by written consent) at or for which a vote of such Reporting Person is requested for the approval and adoption therefor, (ii) in favor of any proposal to adjourn or postpone the meeting of stockholders at which the Merger Agreement and the other matters referenced above will be voted upon or any adjournment or postponement thereof in accordance with the Merger Agreement, (iii) in favor of any other proposal necessary for the consummation of the Merger, the TRA Payment and the Recapitalization, (iv) against any Company Takeover Proposal, (v) against any other action, agreement or transaction that would or would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the consummation of the Merger, the TRA Payment and the Recapitalization or the performance by Reporting Persons of their obligations under the Voting Agreement and (vi) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty of the Issuer contained in the Merger Agreement or any other Transaction Agreement or of the Reporting Persons contained in the Voting Agreement or any other applicable Transaction Agreement. In addition, the Voting Agreement prohibits the transfer of Issuer Shares by the Reporting Persons during the term of the Voting Agreement without the prior written consent of Parent and the Issuer other than certain transfers of Issuer Shares to Permitted Transferees (as defined in the Voting Agreement). Any additional Issuer Shares or other voting securities of the Issuer (or securities convertible into or exchangeable for such voting securities) that a Reporting Person acquires after the date of the Voting Agreement and prior to its termination (the "New Issuer Shares") become subject to the Voting Agreement to the same extent as the Issuer Shares owned by such Reporting Person as of the date of the Voting Agreement. Pursuant to the Voting Agreement, each Reporting Person agreed that in the event such person fails to comply with its obligations under the Voting Agreement with respect to voting Issuer Shares in accordance with the Voting Agreement terms, such person grants Parent an irrevocable voting proxy to vote the shares covered by the Voting Agreement, which the Parent is required to exercise pursuant to the Voting Agreement. The Reporting Persons also agreed to refrain from taking certain other actions, including soliciting proxies in connection with the transactions contemplated under the Transaction Agreements or any Company Takeover Proposal, or initiating a stockholder vote with respect to any Company Takeover Proposal, in each case, subject to the terms of the Voting Agreement. Each Reporting Person has also irrevocably waived, and agreed not to exercise, any rights of appraisal or rights of dissent from the Merger with respect to its Issuer Shares or New Issuer Shares. Delisting of Shares of Class A Common Stock If the Merger is consummated, the Class A Common Stock of the Issuer will cease to be quoted on the New York Stock Exchange and will be eligible for deregistration under the Exchange Act. The descriptions of the Merger Agreement and the other Transaction Agreements contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to such agreements, which are filed as exhibits hereto and incorporated by reference herein. Other than as described in Item 4 above, the Reporting Persons do not have any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. The information set forth under Item 3 of this Amendment No. 3 is incorporated herein by reference.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Merger Agreement; Merger Consideration and Treatment of Equity Awards As summarized under Item 3 above, on July 20, 2026, the Issuer, Acquiror, Merger Sub and Parent entered into the Merger Agreement. The Issuer's board of directors, acting on the unanimous recommendation of a special committee of the Issuer's board of directors, consisting only of directors that the Issuer's board of directors determined to each be a "disinterested director" (as defined in Section 144 of the General Corporation Law of the State of Delaware, as amended (the "DGCL")), with respect to the contemplated transactions (the "Special Committee"), has unanimously of all voting, among other things, (i) determined that the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, the Issuer and its stockholders, including (x) the holders of the outstanding shares of Class A Common Stock par value $0.0001 per share, of the Issuer ("Class A Common Stock"), excluding (a) Parent, Acquiror and Merger Sub and their respective controlled Affiliates (if applicable), (b) Series U and Series R, (c) the parties to the Voting Agreement (as defined below) (other than Acquiror and the Issuer) and their respective controlled Affiliates, (d) certain other persons identified in the Merger Agreement and (e) any person that the Issuer's Board of Directors has determined to be an "officer" of the Issuer within the meaning of Rule 16a-1(f) of the Exchange Act (such stockholders collectively, the "Unaffiliated Company Stockholders"); (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby (including the Merger, the TRA Payment (as defined below) and the Recapitalization (as defined below)) and (iii) resolved to recommend that the stockholders of the Issuer vote in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization. None of the Reporting Persons that served on the board of directors of the Issuer served as members of the Special Committee and such Reporting Persons abstained from any approval of the Merger Agreement, the Transaction Agreements and the transactions contemplated thereby. At the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares owned or held in treasury by the Issuer, which will be automatically cancelled for no consideration, (ii) shares owned by any direct or indirect subsidiary of the Issuer or by Parent or any of its direct or indirect Subsidiaries, which will remain outstanding at the Effective Time and (iii) shares as to which appraisal rights have been properly exercised and perfected under Section 262 of the DGCL) will be automatically converted into the right to receive $14.25 per share of Class A Common Stock in cash, without interest and net of applicable withholding taxes (the "Merger Consideration"). In addition, at the Effective Time, each share of Class V Common Stock, par value $0.0001 per share, of the Issuer ("Class V Common Stock" and together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the Effective Time (all of which are held by Series U and Series R) will be automatically canceled for no consideration. Each option to purchase Class A Common Stock (each, a "Company Option") that is outstanding and unexercised as of immediately prior to the Effective Time (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date), an amount, in cash, without interest, equal to the product of (A) the total number of shares of Class A Common Stock subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per share of Class A Common Stock of such Company Option. If the per share exercise price of any Company Option is equal to or greater than the Merger Consideration, such Company Option will be cancelled as of the Effective Time without any payment therefor. Each restricted stock unit or performance share unit payable in shares of Class A Common Stock (or whose value is determined with reference to the value of Class A Common Stock) (each, a "Company Restricted Stock Unit") that is held by any director of the Issuer who is not an employee of the Issuer or any Affiliate of the Issuer that is outstanding as of immediately prior to the Effective Time (each, a "Director RSU") (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date, subject to Section 409A of the Internal Revenue Code of 1986, as amended), an amount, in cash, without interest, equal to the sum of (x) the product of (A) the total number of shares of Class A Common Stock subject to such Director RSU immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Director RSUs. Each Company Restricted Stock Unit other than a Director RSU that is outstanding as of immediately prior to the Effective Time will, at the Effective Time, be converted into the contingent right to receive from the Surviving Corporation or its Subsidiaries an amount, in cash, without interest, equal to the sum of (x) the product of (A) the number of shares of Class A Common Stock subject to such Company Restricted Stock Unit immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Company Restricted Stock Units (each a "Restricted Cash Award"); provided, that for purposes of determining the number of shares of Class A Common Stock subject to any Company Restricted Stock Unit immediately prior to the Effective Time, with respect to any Company Restricted Stock Unit that vests based in whole or in part on the achievement of performance conditions, such number will be determined by the Issuer's board of directors (or, if appropriate, any duly authorized committee thereof administering the Company Stock Plans) immediately prior to the Effective Time based on the actual level of performance as of immediately prior to the Effective Time. Each Restricted Cash Award will continue to have, and will be subject to, the same terms and conditions (excluding, for the avoidance of doubt, any performance conditions and additional dividend equivalent rights, which will not apply following the Effective Time), including vesting terms and conditions (including any accelerated vesting upon a qualifying termination of employment), as applied to the corresponding Company Restricted Stock Unit immediately prior to the Effective Time and will be payable in cash within thirty (30) days following the vesting thereof. Prior to the Effective Time, the Issuer will take all actions necessary pursuant to the terms of the Issuer's 2021 Employee Stock Purchase Plan (the "Company ESPP") and applicable Law to, contingent on the Effective Time, (i) provide that (A) no new Purchase Period (as defined in the Company ESPP) will be commenced following the date of the Merger Agreement under the Company ESPP, (B) there will be no increase in the amount of participants' payroll deduction elections under the Company ESPP or any contributions other than previously elected payroll deductions during the current Purchase Period from those in effect as of the date of the Merger Agreement, (C) no individuals will commence participation in the Company ESPP during the period from the date of the Merger Agreement through the Effective Time and (D) each purchase right issued pursuant to the Company ESPP will be fully exercised on the Final Purchase Date (as defined below) (with Class A Common Stock issued pursuant to such exercise treated in accordance with the treatment of Class A Common Stock described above and with any participant payroll deductions not applied to the purchase of Class A Common Stock returned to the participant); and (ii) terminate the Company ESPP effective as of immediately prior to the Effective Time. For purposes of the Merger Agreement, the "Final Purchase Date" will be the earlier of (x) the scheduled purchase date for such Purchase Period and (y) a date that is within ten (10) Business Days prior to the Effective Time. Closing Conditions Each party to the Merger Agreement's obligation to consummate the Merger is conditioned upon (i) the affirmative vote of (x) the holders of a majority of the issued and outstanding shares of Common Stock and (y) a majority of the votes cast by the disinterested stockholders (as such term is defined in Section 144 of the DGCL) of the Issuer (which, for the avoidance of doubt, excludes any stockholder that is not an Unaffiliated Company Stockholder), in each case in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby including the Merger, the TRA Payment and the Recapitalization; (ii) no order by any court of competent jurisdiction, any federal, state or comparable foreign Governmental Entity of competent jurisdiction or any other material Governmental Entity of competent jurisdiction in the United States or in any jurisdiction where Parent or the Company has material sales or operations having been entered and continuing to be in effect that temporarily or permanently prohibits, enjoins or makes illegal the consummation of the Merger, the TRA Payment, the termination of the Tax Receivable Agreement, the Recapitalization or the effectiveness of the Closing Provisions of the Fourth A&R UBH Operating Agreement (each as defined below) (any of the foregoing, a "Legal Restraint"); and (iii) the expiration or termination of the required waiting period (and extensions thereof) applicable to the Merger or the Recapitalization under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other clearances or approvals under applicable Antitrust Laws in identified jurisdictions. In addition, the obligation of each party to consummate the Merger is conditioned upon the other party's representations and warranties being true and correct (subject to certain customary materiality exceptions and qualifications) and the other party having performed in all material respects its obligations under the Merger Agreement and the other Transaction Agreements and, in the case of Parent, Acquiror and Merger Sub, no Burdensome Condition being a condition to receipt of (or otherwise included in) any Regulatory Approval and no Company Material Adverse Effect having arisen or occurred following the date of the Merger Agreement that is continuing. In addition, the obligation of Parent, Acquiror and Merger Sub to consummate the Merger is conditioned, among other things, on (i) the TRA Payment, the termination of the Tax Receivable Agreement and the Recapitalization being consummated substantially concurrently with the Closing and the Closing Provisions of the Fourth A&R UBH Operating Agreement becoming effective substantially concurrently with the Closing (provided that, (A) except in the case of clause (B), this condition will not apply if the reason that it is not satisfied is because Parent has not complied with certain specified obligations in the Implementation Agreement (as defined below) (including to (1) deliver to the Issuer funds sufficient to make the TRA Payment and (2) cause the OpCo Debt Financing (as defined below) to be delivered) and all other conditions to the consummation of the Merger are satisfied or waived or would be satisfied if the Closing were to occur), and (B) this condition will not be satisfied if the Redemption Shortfall Amount (as defined below) would exceed at the Closing the Redemption Note Cap (as defined below) at such time; (ii) certain representations and warranties of Series U and Series R being true and correct (subject to certain qualifications) as set forth in the Implementation Agreement; and (iii) a certificate being delivered by each of Series U and Series R under the Implementation Agreement certifying that the condition in clause (ii) has been satisfied. Under the Redemption Agreement, the "Redemption Amount" is the amount equal to the number of common units of UBH to be redeemed thereunder in the Redemption, multiplied by a per-Common Unit price of $14.25. In the event that there are insufficient amounts available as calculated under the Redemption Agreement (including assuming that certain amounts are funded regardless of whether funding has occurred) to fund the Redemption Amount (such difference, the "Redemption Shortfall Amount"), then a portion of the Redemption will be funded in cash and the Redemption Shortfall Amount will be funded in the form of a promissory note issued by UBH to the Surviving Corporation (the "Redemption Promissory Note") with a principal amount equal to the Redemption Shortfall Amount, but in no event will the principal amount of the Redemption Promissory Note exceed the sum of (i) $100,000,000 and (ii) the Equipment Financing Repayment Amount (as defined in the Redemption Agreement) (the sum of clause (i) and clause (ii), the "Redemption Note Cap"). Voting Agreement On July 20, 2026, concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a voting agreement (the "Voting Agreement") with Parent, Acquiror and the Issuer, pursuant to which the Reporting Persons agreed, among other things, to vote or caused to be voted all of the shares of Class A Common Stock and Class V Common Stock owned (beneficially or of record) by them (collectively, their "Issuer Shares") (i) in favor of the approval and adoption of the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization, with respect to each meeting (or with respect to any action by written consent) at or for which a vote of such Reporting Person is requested for the approval and adoption therefor, (ii) in favor of any proposal to adjourn or postpone the meeting of stockholders at which the Merger Agreement and the other matters referenced above will be voted upon or any adjournment or postponement thereof in accordance with the Merger Agreement, (iii) in favor of any other proposal necessary for the consummation of the Merger, the TRA Payment and the Recapitalization, (iv) against any Company Takeover Proposal, (v) against any other action, agreement or transaction that would or would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the consummation of the Merger, the TRA Payment and the Recapitalization or the performance by Reporting Persons of their obligations under the Voting Agreement and (vi) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty of the Issuer contained in the Merger Agreement or any other Transaction Agreement or of the Reporting Persons contained in the Voting Agreement or any other applicable Transaction Agreement. In addition, the Voting Agreement prohibits the transfer of Issuer Shares by the Reporting Persons during the term of the Voting Agreement without the prior written consent of Parent and the Issuer other than certain transfers of Issuer Shares to Permitted Transferees (as defined in the Voting Agreement). Any additional Issuer Shares or other voting securities of the Issuer (or securities convertible into or exchangeable for such voting securities) that a Reporting Person acquires after the date of the Voting Agreement and prior to its termination (the "New Issuer Shares") become subject to the Voting Agreement to the same extent as the Issuer Shares owned by such Reporting Person as of the date of the Voting Agreement. Pursuant to the Voting Agreement, each Reporting Person agreed that in the event such person fails to comply with its obligations under the Voting Agreement with respect to voting Issuer Shares in accordance with the Voting Agreement terms, such person grants Parent an irrevocable voting proxy to vote the shares covered by the Voting Agreement, which the Parent is required to exercise pursuant to the Voting Agreement. The Reporting Persons also agreed to refrain from taking certain other actions, including soliciting proxies in connection with the transactions contemplated under the Transaction Agreements or any Company Takeover Proposal, or initiating a stockholder vote with respect to any Company Takeover Proposal, in each case, subject to the terms of the Voting Agreement. Each Reporting Person has also irrevocably waived, and agreed not to exercise, any rights of appraisal or rights of dissent from the Merger with respect to its Issuer Shares or New Issuer Shares. Delisting of Shares of Class A Common Stock If the Merger is consummated, the Class A Common Stock of the Issuer will cease to be quoted on the New York Stock Exchange and will be eligible for deregistration under the Exchange Act. The descriptions of the Merger Agreement and the other Transaction Agreements contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to such agreements, which are filed as exhibits hereto and incorporated by reference herein. Other than as described in Item 4 above, the Reporting Persons do not have any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. The information set forth under Item 3 of this Amendment No. 3 is incorporated herein by reference.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Merger Agreement; Merger Consideration and Treatment of Equity Awards As summarized under Item 3 above, on July 20, 2026, the Issuer, Acquiror, Merger Sub and Parent entered into the Merger Agreement. The Issuer's board of directors, acting on the unanimous recommendation of a special committee of the Issuer's board of directors, consisting only of directors that the Issuer's board of directors determined to each be a "disinterested director" (as defined in Section 144 of the General Corporation Law of the State of Delaware, as amended (the "DGCL")), with respect to the contemplated transactions (the "Special Committee"), has unanimously of all voting, among other things, (i) determined that the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, the Issuer and its stockholders, including (x) the holders of the outstanding shares of Class A Common Stock par value $0.0001 per share, of the Issuer ("Class A Common Stock"), excluding (a) Parent, Acquiror and Merger Sub and their respective controlled Affiliates (if applicable), (b) Series U and Series R, (c) the parties to the Voting Agreement (as defined below) (other than Acquiror and the Issuer) and their respective controlled Affiliates, (d) certain other persons identified in the Merger Agreement and (e) any person that the Issuer's Board of Directors has determined to be an "officer" of the Issuer within the meaning of Rule 16a-1(f) of the Exchange Act (such stockholders collectively, the "Unaffiliated Company Stockholders"); (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby (including the Merger, the TRA Payment (as defined below) and the Recapitalization (as defined below)) and (iii) resolved to recommend that the stockholders of the Issuer vote in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization. None of the Reporting Persons that served on the board of directors of the Issuer served as members of the Special Committee and such Reporting Persons abstained from any approval of the Merger Agreement, the Transaction Agreements and the transactions contemplated thereby. At the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares owned or held in treasury by the Issuer, which will be automatically cancelled for no consideration, (ii) shares owned by any direct or indirect subsidiary of the Issuer or by Parent or any of its direct or indirect Subsidiaries, which will remain outstanding at the Effective Time and (iii) shares as to which appraisal rights have been properly exercised and perfected under Section 262 of the DGCL) will be automatically converted into the right to receive $14.25 per share of Class A Common Stock in cash, without interest and net of applicable withholding taxes (the "Merger Consideration"). In addition, at the Effective Time, each share of Class V Common Stock, par value $0.0001 per share, of the Issuer ("Class V Common Stock" and together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the Effective Time (all of which are held by Series U and Series R) will be automatically canceled for no consideration. Each option to purchase Class A Common Stock (each, a "Company Option") that is outstanding and unexercised as of immediately prior to the Effective Time (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date), an amount, in cash, without interest, equal to the product of (A) the total number of shares of Class A Common Stock subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per share of Class A Common Stock of such Company Option. If the per share exercise price of any Company Option is equal to or greater than the Merger Consideration, such Company Option will be cancelled as of the Effective Time without any payment therefor. Each restricted stock unit or performance share unit payable in shares of Class A Common Stock (or whose value is determined with reference to the value of Class A Common Stock) (each, a "Company Restricted Stock Unit") that is held by any director of the Issuer who is not an employee of the Issuer or any Affiliate of the Issuer that is outstanding as of immediately prior to the Effective Time (each, a "Director RSU") (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date, subject to Section 409A of the Internal Revenue Code of 1986, as amended), an amount, in cash, without interest, equal to the sum of (x) the product of (A) the total number of shares of Class A Common Stock subject to such Director RSU immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Director RSUs. Each Company Restricted Stock Unit other than a Director RSU that is outstanding as of immediately prior to the Effective Time will, at the Effective Time, be converted into the contingent right to receive from the Surviving Corporation or its Subsidiaries an amount, in cash, without interest, equal to the sum of (x) the product of (A) the number of shares of Class A Common Stock subject to such Company Restricted Stock Unit immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Company Restricted Stock Units (each a "Restricted Cash Award"); provided, that for purposes of determining the number of shares of Class A Common Stock subject to any Company Restricted Stock Unit immediately prior to the Effective Time, with respect to any Company Restricted Stock Unit that vests based in whole or in part on the achievement of performance conditions, such number will be determined by the Issuer's board of directors (or, if appropriate, any duly authorized committee thereof administering the Company Stock Plans) immediately prior to the Effective Time based on the actual level of performance as of immediately prior to the Effective Time. Each Restricted Cash Award will continue to have, and will be subject to, the same terms and conditions (excluding, for the avoidance of doubt, any performance conditions and additional dividend equivalent rights, which will not apply following the Effective Time), including vesting terms and conditions (including any accelerated vesting upon a qualifying termination of employment), as applied to the corresponding Company Restricted Stock Unit immediately prior to the Effective Time and will be payable in cash within thirty (30) days following the vesting thereof. Prior to the Effective Time, the Issuer will take all actions necessary pursuant to the terms of the Issuer's 2021 Employee Stock Purchase Plan (the "Company ESPP") and applicable Law to, contingent on the Effective Time, (i) provide that (A) no new Purchase Period (as defined in the Company ESPP) will be commenced following the date of the Merger Agreement under the Company ESPP, (B) there will be no increase in the amount of participants' payroll deduction elections under the Company ESPP or any contributions other than previously elected payroll deductions during the current Purchase Period from those in effect as of the date of the Merger Agreement, (C) no individuals will commence participation in the Company ESPP during the period from the date of the Merger Agreement through the Effective Time and (D) each purchase right issued pursuant to the Company ESPP will be fully exercised on the Final Purchase Date (as defined below) (with Class A Common Stock issued pursuant to such exercise treated in accordance with the treatment of Class A Common Stock described above and with any participant payroll deductions not applied to the purchase of Class A Common Stock returned to the participant); and (ii) terminate the Company ESPP effective as of immediately prior to the Effective Time. For purposes of the Merger Agreement, the "Final Purchase Date" will be the earlier of (x) the scheduled purchase date for such Purchase Period and (y) a date that is within ten (10) Business Days prior to the Effective Time. Closing Conditions Each party to the Merger Agreement's obligation to consummate the Merger is conditioned upon (i) the affirmative vote of (x) the holders of a majority of the issued and outstanding shares of Common Stock and (y) a majority of the votes cast by the disinterested stockholders (as such term is defined in Section 144 of the DGCL) of the Issuer (which, for the avoidance of doubt, excludes any stockholder that is not an Unaffiliated Company Stockholder), in each case in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby including the Merger, the TRA Payment and the Recapitalization; (ii) no order by any court of competent jurisdiction, any federal, state or comparable foreign Governmental Entity of competent jurisdiction or any other material Governmental Entity of competent jurisdiction in the United States or in any jurisdiction where Parent or the Company has material sales or operations having been entered and continuing to be in effect that temporarily or permanently prohibits, enjoins or makes illegal the consummation of the Merger, the TRA Payment, the termination of the Tax Receivable Agreement, the Recapitalization or the effectiveness of the Closing Provisions of the Fourth A&R UBH Operating Agreement (each as defined below) (any of the foregoing, a "Legal Restraint"); and (iii) the expiration or termination of the required waiting period (and extensions thereof) applicable to the Merger or the Recapitalization under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other clearances or approvals under applicable Antitrust Laws in identified jurisdictions. In addition, the obligation of each party to consummate the Merger is conditioned upon the other party's representations and warranties being true and correct (subject to certain customary materiality exceptions and qualifications) and the other party having performed in all material respects its obligations under the Merger Agreement and the other Transaction Agreements and, in the case of Parent, Acquiror and Merger Sub, no Burdensome Condition being a condition to receipt of (or otherwise included in) any Regulatory Approval and no Company Material Adverse Effect having arisen or occurred following the date of the Merger Agreement that is continuing. In addition, the obligation of Parent, Acquiror and Merger Sub to consummate the Merger is conditioned, among other things, on (i) the TRA Payment, the termination of the Tax Receivable Agreement and the Recapitalization being consummated substantially concurrently with the Closing and the Closing Provisions of the Fourth A&R UBH Operating Agreement becoming effective substantially concurrently with the Closing (provided that, (A) except in the case of clause (B), this condition will not apply if the reason that it is not satisfied is because Parent has not complied with certain specified obligations in the Implementation Agreement (as defined below) (including to (1) deliver to the Issuer funds sufficient to make the TRA Payment and (2) cause the OpCo Debt Financing (as defined below) to be delivered) and all other conditions to the consummation of the Merger are satisfied or waived or would be satisfied if the Closing were to occur), and (B) this condition will not be satisfied if the Redemption Shortfall Amount (as defined below) would exceed at the Closing the Redemption Note Cap (as defined below) at such time; (ii) certain representations and warranties of Series U and Series R being true and correct (subject to certain qualifications) as set forth in the Implementation Agreement; and (iii) a certificate being delivered by each of Series U and Series R under the Implementation Agreement certifying that the condition in clause (ii) has been satisfied. Under the Redemption Agreement, the "Redemption Amount" is the amount equal to the number of common units of UBH to be redeemed thereunder in the Redemption, multiplied by a per-Common Unit price of $14.25. In the event that there are insufficient amounts available as calculated under the Redemption Agreement (including assuming that certain amounts are funded regardless of whether funding has occurred) to fund the Redemption Amount (such difference, the "Redemption Shortfall Amount"), then a portion of the Redemption will be funded in cash and the Redemption Shortfall Amount will be funded in the form of a promissory note issued by UBH to the Surviving Corporation (the "Redemption Promissory Note") with a principal amount equal to the Redemption Shortfall Amount, but in no event will the principal amount of the Redemption Promissory Note exceed the sum of (i) $100,000,000 and (ii) the Equipment Financing Repayment Amount (as defined in the Redemption Agreement) (the sum of clause (i) and clause (ii), the "Redemption Note Cap"). Voting Agreement On July 20, 2026, concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a voting agreement (the "Voting Agreement") with Parent, Acquiror and the Issuer, pursuant to which the Reporting Persons agreed, among other things, to vote or caused to be voted all of the shares of Class A Common Stock and Class V Common Stock owned (beneficially or of record) by them (collectively, their "Issuer Shares") (i) in favor of the approval and adoption of the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization, with respect to each meeting (or with respect to any action by written consent) at or for which a vote of such Reporting Person is requested for the approval and adoption therefor, (ii) in favor of any proposal to adjourn or postpone the meeting of stockholders at which the Merger Agreement and the other matters referenced above will be voted upon or any adjournment or postponement thereof in accordance with the Merger Agreement, (iii) in favor of any other proposal necessary for the consummation of the Merger, the TRA Payment and the Recapitalization, (iv) against any Company Takeover Proposal, (v) against any other action, agreement or transaction that would or would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the consummation of the Merger, the TRA Payment and the Recapitalization or the performance by Reporting Persons of their obligations under the Voting Agreement and (vi) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty of the Issuer contained in the Merger Agreement or any other Transaction Agreement or of the Reporting Persons contained in the Voting Agreement or any other applicable Transaction Agreement. In addition, the Voting Agreement prohibits the transfer of Issuer Shares by the Reporting Persons during the term of the Voting Agreement without the prior written consent of Parent and the Issuer other than certain transfers of Issuer Shares to Permitted Transferees (as defined in the Voting Agreement). Any additional Issuer Shares or other voting securities of the Issuer (or securities convertible into or exchangeable for such voting securities) that a Reporting Person acquires after the date of the Voting Agreement and prior to its termination (the "New Issuer Shares") become subject to the Voting Agreement to the same extent as the Issuer Shares owned by such Reporting Person as of the date of the Voting Agreement. Pursuant to the Voting Agreement, each Reporting Person agreed that in the event such person fails to comply with its obligations under the Voting Agreement with respect to voting Issuer Shares in accordance with the Voting Agreement terms, such person grants Parent an irrevocable voting proxy to vote the shares covered by the Voting Agreement, which the Parent is required to exercise pursuant to the Voting Agreement. The Reporting Persons also agreed to refrain from taking certain other actions, including soliciting proxies in connection with the transactions contemplated under the Transaction Agreements or any Company Takeover Proposal, or initiating a stockholder vote with respect to any Company Takeover Proposal, in each case, subject to the terms of the Voting Agreement. Each Reporting Person has also irrevocably waived, and agreed not to exercise, any rights of appraisal or rights of dissent from the Merger with respect to its Issuer Shares or New Issuer Shares. Delisting of Shares of Class A Common Stock If the Merger is consummated, the Class A Common Stock of the Issuer will cease to be quoted on the New York Stock Exchange and will be eligible for deregistration under the Exchange Act. The descriptions of the Merger Agreement and the other Transaction Agreements contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to such agreements, which are filed as exhibits hereto and incorporated by reference herein. Other than as described in Item 4 above, the Reporting Persons do not have any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. The information set forth under Item 3 of this Amendment No. 3 is incorporated herein by reference.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows: Merger Agreement; Merger Consideration and Treatment of Equity Awards As summarized under Item 3 above, on July 20, 2026, the Issuer, Acquiror, Merger Sub and Parent entered into the Merger Agreement. The Issuer's board of directors, acting on the unanimous recommendation of a special committee of the Issuer's board of directors, consisting only of directors that the Issuer's board of directors determined to each be a "disinterested director" (as defined in Section 144 of the General Corporation Law of the State of Delaware, as amended (the "DGCL")), with respect to the contemplated transactions (the "Special Committee"), has unanimously of all voting, among other things, (i) determined that the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby are fair to, and in the best interests of, the Issuer and its stockholders, including (x) the holders of the outstanding shares of Class A Common Stock par value $0.0001 per share, of the Issuer ("Class A Common Stock"), excluding (a) Parent, Acquiror and Merger Sub and their respective controlled Affiliates (if applicable), (b) Series U and Series R, (c) the parties to the Voting Agreement (as defined below) (other than Acquiror and the Issuer) and their respective controlled Affiliates, (d) certain other persons identified in the Merger Agreement and (e) any person that the Issuer's Board of Directors has determined to be an "officer" of the Issuer within the meaning of Rule 16a-1(f) of the Exchange Act (such stockholders collectively, the "Unaffiliated Company Stockholders"); (ii) approved, authorized, adopted and declared advisable the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby (including the Merger, the TRA Payment (as defined below) and the Recapitalization (as defined below)) and (iii) resolved to recommend that the stockholders of the Issuer vote in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization. None of the Reporting Persons that served on the board of directors of the Issuer served as members of the Special Committee and such Reporting Persons abstained from any approval of the Merger Agreement, the Transaction Agreements and the transactions contemplated thereby. At the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than any (i) shares owned or held in treasury by the Issuer, which will be automatically cancelled for no consideration, (ii) shares owned by any direct or indirect subsidiary of the Issuer or by Parent or any of its direct or indirect Subsidiaries, which will remain outstanding at the Effective Time and (iii) shares as to which appraisal rights have been properly exercised and perfected under Section 262 of the DGCL) will be automatically converted into the right to receive $14.25 per share of Class A Common Stock in cash, without interest and net of applicable withholding taxes (the "Merger Consideration"). In addition, at the Effective Time, each share of Class V Common Stock, par value $0.0001 per share, of the Issuer ("Class V Common Stock" and together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the Effective Time (all of which are held by Series U and Series R) will be automatically canceled for no consideration. Each option to purchase Class A Common Stock (each, a "Company Option") that is outstanding and unexercised as of immediately prior to the Effective Time (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date), an amount, in cash, without interest, equal to the product of (A) the total number of shares of Class A Common Stock subject to such Company Option and (B) the excess, if any, of the Merger Consideration over the exercise price per share of Class A Common Stock of such Company Option. If the per share exercise price of any Company Option is equal to or greater than the Merger Consideration, such Company Option will be cancelled as of the Effective Time without any payment therefor. Each restricted stock unit or performance share unit payable in shares of Class A Common Stock (or whose value is determined with reference to the value of Class A Common Stock) (each, a "Company Restricted Stock Unit") that is held by any director of the Issuer who is not an employee of the Issuer or any Affiliate of the Issuer that is outstanding as of immediately prior to the Effective Time (each, a "Director RSU") (i) will be deemed to be fully vested and (ii) will be canceled and converted into the right to receive from the Surviving Corporation or its Subsidiaries, at or promptly after the Effective Time (but in no event later than ten (10) Business Days following the Closing Date, subject to Section 409A of the Internal Revenue Code of 1986, as amended), an amount, in cash, without interest, equal to the sum of (x) the product of (A) the total number of shares of Class A Common Stock subject to such Director RSU immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Director RSUs. Each Company Restricted Stock Unit other than a Director RSU that is outstanding as of immediately prior to the Effective Time will, at the Effective Time, be converted into the contingent right to receive from the Surviving Corporation or its Subsidiaries an amount, in cash, without interest, equal to the sum of (x) the product of (A) the number of shares of Class A Common Stock subject to such Company Restricted Stock Unit immediately prior to the Effective Time and (B) the Merger Consideration and (y) all cash dividend equivalents accrued or credited with respect to such Company Restricted Stock Units (each a "Restricted Cash Award"); provided, that for purposes of determining the number of shares of Class A Common Stock subject to any Company Restricted Stock Unit immediately prior to the Effective Time, with respect to any Company Restricted Stock Unit that vests based in whole or in part on the achievement of performance conditions, such number will be determined by the Issuer's board of directors (or, if appropriate, any duly authorized committee thereof administering the Company Stock Plans) immediately prior to the Effective Time based on the actual level of performance as of immediately prior to the Effective Time. Each Restricted Cash Award will continue to have, and will be subject to, the same terms and conditions (excluding, for the avoidance of doubt, any performance conditions and additional dividend equivalent rights, which will not apply following the Effective Time), including vesting terms and conditions (including any accelerated vesting upon a qualifying termination of employment), as applied to the corresponding Company Restricted Stock Unit immediately prior to the Effective Time and will be payable in cash within thirty (30) days following the vesting thereof. Prior to the Effective Time, the Issuer will take all actions necessary pursuant to the terms of the Issuer's 2021 Employee Stock Purchase Plan (the "Company ESPP") and applicable Law to, contingent on the Effective Time, (i) provide that (A) no new Purchase Period (as defined in the Company ESPP) will be commenced following the date of the Merger Agreement under the Company ESPP, (B) there will be no increase in the amount of participants' payroll deduction elections under the Company ESPP or any contributions other than previously elected payroll deductions during the current Purchase Period from those in effect as of the date of the Merger Agreement, (C) no individuals will commence participation in the Company ESPP during the period from the date of the Merger Agreement through the Effective Time and (D) each purchase right issued pursuant to the Company ESPP will be fully exercised on the Final Purchase Date (as defined below) (with Class A Common Stock issued pursuant to such exercise treated in accordance with the treatment of Class A Common Stock described above and with any participant payroll deductions not applied to the purchase of Class A Common Stock returned to the participant); and (ii) terminate the Company ESPP effective as of immediately prior to the Effective Time. For purposes of the Merger Agreement, the "Final Purchase Date" will be the earlier of (x) the scheduled purchase date for such Purchase Period and (y) a date that is within ten (10) Business Days prior to the Effective Time. Closing Conditions Each party to the Merger Agreement's obligation to consummate the Merger is conditioned upon (i) the affirmative vote of (x) the holders of a majority of the issued and outstanding shares of Common Stock and (y) a majority of the votes cast by the disinterested stockholders (as such term is defined in Section 144 of the DGCL) of the Issuer (which, for the avoidance of doubt, excludes any stockholder that is not an Unaffiliated Company Stockholder), in each case in favor of the approval and adoption of the Merger Agreement, the other Transaction Agreements and the transactions contemplated thereby including the Merger, the TRA Payment and the Recapitalization; (ii) no order by any court of competent jurisdiction, any federal, state or comparable foreign Governmental Entity of competent jurisdiction or any other material Governmental Entity of competent jurisdiction in the United States or in any jurisdiction where Parent or the Company has material sales or operations having been entered and continuing to be in effect that temporarily or permanently prohibits, enjoins or makes illegal the consummation of the Merger, the TRA Payment, the termination of the Tax Receivable Agreement, the Recapitalization or the effectiveness of the Closing Provisions of the Fourth A&R UBH Operating Agreement (each as defined below) (any of the foregoing, a "Legal Restraint"); and (iii) the expiration or termination of the required waiting period (and extensions thereof) applicable to the Merger or the Recapitalization under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other clearances or approvals under applicable Antitrust Laws in identified jurisdictions. In addition, the obligation of each party to consummate the Merger is conditioned upon the other party's representations and warranties being true and correct (subject to certain customary materiality exceptions and qualifications) and the other party having performed in all material respects its obligations under the Merger Agreement and the other Transaction Agreements and, in the case of Parent, Acquiror and Merger Sub, no Burdensome Condition being a condition to receipt of (or otherwise included in) any Regulatory Approval and no Company Material Adverse Effect having arisen or occurred following the date of the Merger Agreement that is continuing. In addition, the obligation of Parent, Acquiror and Merger Sub to consummate the Merger is conditioned, among other things, on (i) the TRA Payment, the termination of the Tax Receivable Agreement and the Recapitalization being consummated substantially concurrently with the Closing and the Closing Provisions of the Fourth A&R UBH Operating Agreement becoming effective substantially concurrently with the Closing (provided that, (A) except in the case of clause (B), this condition will not apply if the reason that it is not satisfied is because Parent has not complied with certain specified obligations in the Implementation Agreement (as defined below) (including to (1) deliver to the Issuer funds sufficient to make the TRA Payment and (2) cause the OpCo Debt Financing (as defined below) to be delivered) and all other conditions to the consummation of the Merger are satisfied or waived or would be satisfied if the Closing were to occur), and (B) this condition will not be satisfied if the Redemption Shortfall Amount (as defined below) would exceed at the Closing the Redemption Note Cap (as defined below) at such time; (ii) certain representations and warranties of Series U and Series R being true and correct (subject to certain qualifications) as set forth in the Implementation Agreement; and (iii) a certificate being delivered by each of Series U and Series R under the Implementation Agreement certifying that the condition in clause (ii) has been satisfied. Under the Redemption Agreement, the "Redemption Amount" is the amount equal to the number of common units of UBH to be redeemed thereunder in the Redemption, multiplied by a per-Common Unit price of $14.25. In the event that there are insufficient amounts available as calculated under the Redemption Agreement (including assuming that certain amounts are funded regardless of whether funding has occurred) to fund the Redemption Amount (such difference, the "Redemption Shortfall Amount"), then a portion of the Redemption will be funded in cash and the Redemption Shortfall Amount will be funded in the form of a promissory note issued by UBH to the Surviving Corporation (the "Redemption Promissory Note") with a principal amount equal to the Redemption Shortfall Amount, but in no event will the principal amount of the Redemption Promissory Note exceed the sum of (i) $100,000,000 and (ii) the Equipment Financing Repayment Amount (as defined in the Redemption Agreement) (the sum of clause (i) and clause (ii), the "Redemption Note Cap"). Voting Agreement On July 20, 2026, concurrently with the execution of the Merger Agreement, the Reporting Persons entered into a voting agreement (the "Voting Agreement") with Parent, Acquiror and the Issuer, pursuant to which the Reporting Persons agreed, among other things, to vote or caused to be voted all of the shares of Class A Common Stock and Class V Common Stock owned (beneficially or of record) by them (collectively, their "Issuer Shares") (i) in favor of the approval and adoption of the Merger Agreement and the other Transaction Agreements and the transactions contemplated thereby, including the Merger, the TRA Payment and the Recapitalization, with respect to each meeting (or with respect to any action by written consent) at or for which a vote of such Reporting Person is requested for the approval and adoption therefor, (ii) in favor of any proposal to adjourn or postpone the meeting of stockholders at which the Merger Agreement and the other matters referenced above will be voted upon or any adjournment or postponement thereof in accordance with the Merger Agreement, (iii) in favor of any other proposal necessary for the consummation of the Merger, the TRA Payment and the Recapitalization, (iv) against any Company Takeover Proposal, (v) against any other action, agreement or transaction that would or would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the consummation of the Merger, the TRA Payment and the Recapitalization or the performance by Reporting Persons of their obligations under the Voting Agreement and (vi) against any action, proposal, transaction or agreement that would or would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty of the Issuer contained in the Merger Agreement or any other Transaction Agreement or of the Reporting Persons contained in the Voting Agreement or any other applicable Transaction Agreement. In addition, the Voting Agreement prohibits the transfer of Issuer Shares by the Reporting Persons during the term of the Voting Agreement without the prior written consent of Parent and the Issuer other than certain transfers of Issuer Shares to Permitted Transferees (as defined in the Voting Agreement). Any additional Issuer Shares or other voting securities of the Issuer (or securities convertible into or exchangeable for such voting securities) that a Reporting Person acquires after the date of the Voting Agreement and prior to its termination (the "New Issuer Shares") become subject to the Voting Agreement to the same extent as the Issuer Shares owned by such Reporting Person as of the date of the Voting Agreement. Pursuant to the Voting Agreement, each Reporting Person agreed that in the event such person fails to comply with its obligations under the Voting Agreement with respect to voting Issuer Shares in accordance with the Voting Agreement terms, such person grants Parent an irrevocable voting proxy to vote the shares covered by the Voting Agreement, which the Parent is required to exercise pursuant to the Voting Agreement. The Reporting Persons also agreed to refrain from taking certain other actions, including soliciting proxies in connection with the transactions contemplated under the Transaction Agreements or any Company Takeover Proposal, or initiating a stockholder vote with respect to any Company Takeover Proposal, in each case, subject to the terms of the Voting Agreement. Each Reporting Person has also irrevocably waived, and agreed not to exercise, any rights of appraisal or rights of dissent from the Merger with respect to its Issuer Shares or New Issuer Shares. Delisting of Shares of Class A Common Stock If the Merger is consummated, the Class A Common Stock of the Issuer will cease to be quoted on the New York Stock Exchange and will be eligible for deregistration under the Exchange Act. The descriptions of the Merger Agreement and the other Transaction Agreements contained in this Item 4 are not intended to be complete and are qualified in their entirety by reference to such agreements, which are filed as exhibits hereto and incorporated by reference herein. Other than as described in Item 4 above, the Reporting Persons do not have any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. The information set forth under Item 3 of this Amendment No. 3 is incorporated herein by reference.