Common use of Request for Registration Clause in Contracts

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at any time and from time to time (but subject to Article V), each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this section.

Request for Registration. Subject to the provisions of subsection Section 2.1.4 hereof, at any time and from time to time (but subject to Article V)on or after the date hereof, each of (i) the CBRG Sponsor or (ii) the Company Shareholders New Holders holding at least a majority in interest of the then-then issued and outstanding number of Registrable Securities held by all Company Shareholders New Holders or (ii) Original Holders holding at least a majority in interest of the then issued and outstanding number of Registrable Securities held by all Original Holders (such New Holders or such Original Holders, as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five (455) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five three (53) business days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not the Company be obligated to effect any more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 if with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”) has become effective and all of the Demanding Holders and Demand Registrable Securities requested by the Requesting Holders propose to sell Registrable Securities be registered on behalf of the Requesting Holders in such Form F-1 Registration have been sold, in accordance with aggregate proceeds Section 3.1 of less than $10,000,000this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration; provided, further, that to the extent that at least two (2) Registrations have been effected prior to the issuance of the Earnout Shares pursuant to the Business Combination Agreement, the New Holders shall have the right to demand a further two (2) Registrations in no event shall HoldCo be obligated order to effect more than three (3) demand registrations under this sectionthe Registration of the Earnout Shares.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V), each of (i) on or after the CBRG Sponsor or (ii) date the Company Shareholders holding consummates the Business Combination, the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), or Cantor and its permitted designees may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 subsections 2.1.4, 2.1.6 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)time, each of either (i) one or more Holders (other than the CBRG Sponsor or its affiliates or transferees) or (ii) the Company Shareholders holding at least a majority Sponsor or its affiliates or transferees, in interest either case of the then-outstanding number of clause (i) or (ii) representing Registrable Securities held by all Company Shareholders (as with a total offering price reasonably expected to exceed, in the case may beaggregate, the “Demanding Holders”)Minimum Demand Threshold, may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”) and such persons making such written demand, the “Demanding Holders”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCo), such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not the Company be obligated to effect any more than an (x) aggregate of three (3) Registrations pursuant to a Demand Registration initiated by one or more Holders (other than the Sponsor or its affiliates or transferees) and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration initiated by the Sponsor or its affiliates or transferees, in each case under this subsection 2.1.1 if with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time has become effective and all of the Demanding Holders and Demand Registrable Securities requested by the Requesting Holders propose to sell Registrable Securities be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with aggregate proceeds Section 3.1 of less than $10,000,000this Agreement; provided, further, that in no event an Underwritten Shelf Takedown shall HoldCo not count as a Demand Registration. For the avoidance of doubt, each of (i) the holders of a majority-in-interest of the Registrable Securities held by the Holders and (ii) the Sponsor shall be obligated permitted to effect more than three (3) demand registrations under exercise a Demand Registration pursuant to this sectionsubsection 2.1.1 with respect to their Registrable Securities.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least Holders of a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by all the Initial Stockholders, officers or directors of the Company Shareholders or their affiliates, or the transferees of the Initial Stockholders, or (as the case may be, ii) Cantor or its designees (the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effectthe Company shall, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such the Demand Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that HoldCo the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be obligated required to effect any file such Registration under this subsection 2.1.1 if Statement until it is so qualified. Under no circumstances shall the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Demand Registration have been sold in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.01(d) and Section 2.04 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor FL Co-Investment and Intrepid Financial Partners or (ii) the Company Shareholders holding Holders of at least a majority in interest of the then-outstanding number of Registrable Securities, excluding Registrable Securities held by all Company Shareholders FL Co-Investment and Intrepid Financial Partners (FL Co-Investment and Intrepid Financial Partners or such Holders, as the case may beapplicable, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty-five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.01(a) with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by FL Co-Investment and Intrepid Financial Partners, which shall be governed by Section 3.06, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.01 of this Agreement.

Request for Registration. Subject to (a) As promptly as possible, and in any event within thirty (30) calendar days of the provisions of subsection 2.1.4 hereof, at any time and from time to time Closing (but subject to Article Vthe “Filing Deadline”), each the Company shall file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”), relating (b) Notwithstanding the registration obligations set forth in this Section 2.1.1, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the CBRG Sponsor or Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (ii) withdraw the Company Shareholders holding at least Initial Registration Statement and file a majority new registration statement (a “New Registration Statement”), in interest of either case covering the then-outstanding maximum number of Registrable Securities held permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities. Notwithstanding any other provision of this Agreement, if the SEC limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company Shareholders used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced: first by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise); second by Registrable Securities represented by the Pre-Funded Warrant; and third by Registrable Securities represented by Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the “Demanding Holders”)Company will use its commercially reasonable efforts to file with the SEC, may make a written demand for Registration of all as promptly as allowed by SEC, one or part of their Registrable Securities more registration statements on Form S-3 (or, if Form S-3 is not or such other form available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such register for resale those Registrable Securities that were not registered for resale by such Demanding Holders), which written demand shall describe on the amount and type of securities to be included in such Initial Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effectStatement, as soon thereafter as practicableamended, but not more than thirty (30) days immediately after HoldCo’s receipt of or the Demand Registration, the New Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionStatement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after 180 days after the Prospectus Date, each the Holders of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest fifty per cent (50%) of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part at least twenty five percent (25%) of their the then-outstanding number of Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such the Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.1.4, Section 2.4 and Section 2.5 hereof, at any time and from time to time (but subject to Article V), each of (i) on or after the CBRG Sponsor or (ii) date the Company Shareholders holding at least a majority in interest of consummates the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may beinitial Business Combination, the “Demanding Holders”), any Holder may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five twenty (4520) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, (i) file a Registration Statement in respect of all Registrable Securities requested by the Requesting Holder(s) pursuant such Demand Registration as soon thereafter as practicablepracticable thereafter, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, and (ii) shall effect the Registration of all Registrable Securities requested by registration thereof as soon as practicable thereafter. Under no circumstances shall the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to (a) If the provisions of subsection 2.1.4 hereofCompany shall receive a written request (a “Request”) from Purchasers holding not less than 250,000 Shares (the “Initiating Purchasers”) that the Company file a registration statement under the Act for a public offering, at any time and from time to time (but subject to Article V), each of then the Company shall: (i) within ten (10) days of the CBRG Sponsor or receipt thereof, give written notice of such request to all other Purchasers; and (ii) the Company Shareholders holding at least a majority effect as soon as practicable, and in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, any event within forty-five (45) days of HoldCo’s the receipt of such Request, the filing of a registration statement under the Act covering all Registrable Securities which the Purchasers request to be registered within twenty (20) days of the mailing of such notice by the Company (a “Demand Registration”); provided, notifyhowever, that (i) the Company shall be obligated under this Section 2.1 to effect no more than two Demand Registrations, provided that a registration shall not count toward such limit if any such Demand Registration was not declared and ordered effective by the SEC; and (ii) a bona fide pledgee of a Purchaser’s Shares (a “Bona Fide Pledgee”) desiring to sell Shares for the account of such Bona Fide Pledgee upon default in writing, all other Holders respect of such Purchaser’s obligations to such Bona Fide Pledgee shall be entitled to request a Demand Registration to permit the resale of such Shares without regard to the expiration of the 6 month period set forth above unless the number of Shares to be sold by such Bona Fide Pledgee may be disposed of without limitation as to amount pursuant to Rule 144 under the Act. (b) If the Initiating Purchasers intend to distribute the Registrable Securities covered by their request by means of an underwriting, (i) they shall so advise the Company as a part of their Request made pursuant to Subsection 2.1(a) and the Company shall include such information in the written notice referred to in Subsection 2.1(a)(i) above and (ii) the underwriter shall be selected by the Company after consultation with the Initiating Purchasers and shall be reasonably acceptable to a majority in interest of the Initiating Purchasers. The right of any Purchaser to include Registrable Securities in such registration shall be conditioned upon such Purchaser’s participation in such underwriting and the inclusion of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such HolderPurchaser’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a Registration majority in interest of the Initiating Purchasers and such Purchaser) to the extent provided herein. All Purchasers proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.3(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Purchasers requesting a registration statement pursuant to this Section 2.1, a Demand Registration (each certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its shareholders for such Holder that includes all or a portion registration statement to be filed and it is therefore essential to defer the filing of such Holder’s Registrable Securities in registration statement, the Company shall have the right to defer taking action with respect to such Registrationfiling after receipt of the request of the Initiating Purchasers; provided, a “Demand Requesting Holder”) shall so notify HoldCohowever, in writing, within five that the Company may not exercise such deferral right for more than one hundred twenty (5120) days after in any 12 month period. Upon the receipt by the Holder earlier of the notice from HoldCo. Upon receipt by HoldCo expiration of any such written notification from a Demand Requesting Holder(s) to HoldCo, deferral period and the Board of Directors’ good faith determination that such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registrationdeferral is no longer required, the Registration Company shall promptly file such registration statement in accordance with the terms of all Registrable Securities requested by this Agreement. (d) In addition, the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo Company shall not be obligated to effect any Registration under registration pursuant to this subsection 2.1.1 if Section 2.1 during the Demanding Holders period starting with the date 45 days prior to the Company’s good faith estimate of the date of filing of a registration statement subject to Section 2.2 hereof, and Demand Requesting Holders propose ending on a date that is the earlier of one hundred eighty (180) days after the effective date of such registration statement and thirty (30) days after the completion of the sale of the securities registered pursuant to sell Registrable Securities with aggregate proceeds of less than $10,000,000; providedsuch registration statement, further, provided that the Company is actively employing in no event shall HoldCo be obligated good faith all reasonable efforts to effect more than three (3) demand registrations under this sectioncause such registration statement to become effective.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least Holders of a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by all the Sponsor, officers or directors of the Company Shareholders or their affiliates, or the transferees of the foregoing, or (as the case may be, ii) Cantor or its designees (the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effectthe Company shall, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such the Demand Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that HoldCo the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be obligated required to effect any file such Registration under this subsection 2.1.1 if Statement until it is so qualified. Under no circumstances shall the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Demand Registration have been sold in accordance with Section 3.1 of this Agreement.

Request for Registration. If after January 1, 1999, the Issuer shall receive a written request from any Qualified Holder(s) that the Issuer effect any registration with respect to all or a part of the Registrable Securities owned by such holder(s), the Issuer shall promptly give notice of such request to each other Qualified Holder. Subject to Section 2.9, the provisions Issuer shall thereupon promptly use its best efforts diligently to effect such Requested Registration and related CLCORP01 Doc: 230115_4 7 qualifications and compliances (including, without limitation, the execution of subsection 2.1.4 hereofan undertaking to file post-effective amendments) as may be requested by the Qualified Holder who made the original request and by the Qualified Holders who make written request to the Issuer within 20 days after the giving of the aforesaid notice by the Issuer ("Requesting Holders") and as would permit or facilitate the sale and distribution of the Registrable Securities as are specified in any such request; provided that the Issuer is not obligated to take any action to effect a Requested Registration or any related qualification or compliance pursuant to this Section 2.2: (i) if, at any time within 60 days after receipt of the initial request pursuant to this Section 2.2, the Issuer elects to include in such registration Issuer Common Shares for its own account, whereupon the Issuer shall notify each Requesting Holder that it has elected to effect a Piggyback Registration and from time shall thereafter diligently proceed to time (do so, including therein the Registrable Securities as to which notice was given by the Requesting Holders pursuant to this Section 2.2 but subject to Article Vthe limitations set forth in Section 2.1; CLCORP01 Doc: 230115_4 8 (ii) if the Requesting Holders do not request to include in such registration, in the aggregate, at least 3 million Registrable Securities; or (iii) if the Issuer has effected two Requested Registrations on behalf of Qualified Holder(s), which Requested Registrations have been declared or ordered effective and which effectiveness has not been suspended or stopped by any governmental or judicial authority. If the Requested Registration is a Cutback Registration, the Issuer shall register in such registration (1) first, the Registrable Securities which any Requesting Holder seeks to include in such registration, on a pro rata basis based upon the number of such Issuer Common Shares each of Requesting Holder seeks to include in such registration and (2) second, the Issuer Common Shares held by each Electing Holder, (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities Issuer Common Shares are sought to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt registration pursuant to contractual obligations of the Demand RegistrationIssuer in existence on July 28, notify1995, in writingaccordance with the respective contractual rights of the holder of such Issuer Common Shares, and (ii) in all other Holders cases, on a pro rata basis based upon the number of Registrable Securities of such demand, and shares each Electing Holder of Registrable Securities who thereafter wishes seeks to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCoregistration. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this section.CLCORP01 Doc: 230115_4 9

Request for Registration. Subject to the provisions of subsection 2.1.4 Section 2.1(d) and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company closed the Transaction, each of Holder (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). HoldCo The Company shall, within forty-five (455) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five ten (510) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effectthe Company shall, as soon thereafter as practicablesubject to Section 3.4 hereof, but not more than thirty effect within fifteen (3015) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionSection 2.1(a) with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1, Form S-3 or any other form of registration statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection Section 2.1.4 hereof, at any time and from time to time (but subject to Article V)on or after the date hereof, each of (i) the CBRG Sponsor each New Holder or (ii) the Company Shareholders Original Holders holding at least a majority in interest of the then-then issued and outstanding number of Registrable Securities held by all Company Shareholders Original Holders (such New Holders or such Original Holders, as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 F-3 (or, if Form S-3 F-3 is not available to be used by HoldCo the Company at such time, on Form S-1 F-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five three (53) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionSection 2.1.1 with respect to any or all Registrable Securities (provided that ADSH and Bosch shall each be entitled to initiate no less than one Demand Registration under this Section 2.1.1); provided, however, that a Registration shall not be counted for such purposes unless a registration statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such registration statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection Section 2.1.4 hereof, at any time and from time to time (but subject to Article V)on or after the date hereof, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number Holders of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five twenty (4520) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five three (53) business days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three one (31) demand registrations Registration pursuant to a Demand Registration in any six (6) month period under this sectionSection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form F-1 or any similar long-form registration statement that may be available at such time (“Long Form Registration”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Long Form Registration have been sold, in accordance with Section 3.1 of this Agreement. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V), each of (i) on or after the CBRG Sponsor or (ii) date the Company Shareholders holding consummates the initial Business Combination, the Holders of at least a majority thirty percent (30%) in interest of the then-then outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders Holder(s) and Demand Requesting Holders Holder(s) pursuant to such Demand Registration; provided, that HoldCo including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least Holders of a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by all the Sponsor, officers or directors of the Company Shareholders or their affiliates, or the transferees of the foregoing, (as ii) Cantor or its designees, or (iii) CCM or its designees (the case may be, the “"Demanding Holders”"), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “"Demand Registration”"). HoldCo The Company shall, within forty-five ten (4510) days of HoldCo’s the Company's receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s 's Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s 's Registrable Securities in such Registration, a “Demand "Requesting Holder”") shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effectthe Company shall, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCo’s the Company's receipt of the Demand Registration, the file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time ("Form S-1") with respect to all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such the Demand Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that HoldCo the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be obligated required to effect any file such Registration under this subsection 2.1.1 if Statement until it is so qualified. Under no circumstances shall the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Demand Registration have been sold in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)time, each any of (i) the CBRG Sponsor or BC Holder, (ii) the Company Shareholders holding Medina Holder, (iii) the Sponsor Holder, or (iv) the Holders of at least a majority 20% in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as together with the case may beSponsor Holder, BC Holder and the Medina Holder, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days Business Days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty-five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V), each of (i) on or after the CBRG Sponsor or (ii) date the Company Shareholders holding consummates the Business Combination, the Holders of at least a majority in interest fifteen percent (15%) of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the filing of a Registration Statement to effect the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.1.5 and Section 2.4 hereof, at any time and from time to time (but subject following the Lock-Up Period applicable to any Holder under Article V)V hereof, each of (i) the CBRG Sponsor or (ii) the Company Shareholders New Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders New Holders at such time (as the case may besuch Holders described in clauses (i) and (ii), the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 F-3 (or, if Form F-3 is not available to be used by the Company at such time, on Form F-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders) (or, if the Company is not a foreign private issuer, Form S-3) (or, if Form S-3 is not available to be used by HoldCo the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Holders making a Demand Registration may request that the registration be made pursuant to Rule 415 under the Securities Act (a “Resale Shelf Registration”). The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each such Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more in any event no later than thirty one hundred and twenty (30120) days immediately after HoldCofrom the date of the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three (3) demand registrations the following number of Registrations per Holder or Holders pursuant to a Demand Registration under this sectionSection 2.1.1: (i) for the Sponsor, two (2) Registrations; or (iii) for the New Holders, acting by a majority in interest, two (2) Registrations.

Request for Registration. Subject to Commencing on or after the provisions of subsection 2.1.4 hereofdate that is one year after the Effective Date, at any time and from time to time (but subject to Article V), each of (i) provided there is not an effective Resale Shelf Registration Statement available for the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest resale of the then-outstanding number Registrable Securities pursuant to Section 2.1(a) in the intended method of disposition, Holders of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make a written demand request for Registration registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”); provided, that the Company shall not be obligated to effect more than one Demand Registration in any twelve month period and not more than four total Demand Registrations, and provided, further, that Holders making such written request shall propose the sale of at least 500,000 shares of Registrable Securities (such number to be adjusted successively in the event the Company effects any share split, share consideration or recapitalization after the date hereof) or such lesser number of Registrable Securities if such lesser number is all of the Registrable Securities owned by the Holders. HoldCo shallSubject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect a Demand Registration within forty-five (45) 90 days after the closing of HoldCo’s any underwritten offering in which the requesting Holder had the right to include up to 25% or more of the Registrable Securities so requested to be registered. Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within 10 days after receipt of such request, the Demand Registration, notify, in writing, Company will give written notice of such registration request to all other Holders of Registrable Securities of and include in such demand, and each Holder of registration all such Registrable Securities who thereafter wishes with respect to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, which the Company has received written requests for inclusion therein within five (5) days 10 Business Days after the receipt by the applicable Holder of the notice from HoldCoCompany’s notice. Upon receipt by HoldCo Each such request will also specify the number of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their shares of Registrable Securities included in a Registration pursuant to a Demand Registration be registered and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt the intended method of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectiondisposition thereof.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates an initial Business Combination, each of (i) the CBRG Sponsor ASA Co-Investment or (ii) the Company Shareholders holding Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (excluding Registrable Securities held by all Company Shareholders ASA Co-Investment and its Permitted Transferees) (ASA Co-Investment or such Holders, as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by ASA Co-Investment, which shall be governed by Section 3.6, and (ii) that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V), each of (i) on or after the CBRG Sponsor or (ii) date the Company Shareholders holding consummates the Business Combination, the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five [ten (4510) days days] of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within [five (5) )] days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty [forty five (30) 45)] days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 subsections 2.1.4, 2.3.1 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)time, each of (i) the CBRG Sponsor one or (ii) the Company Shareholders holding at least a majority in interest more Holders of the then-outstanding number of Registrable Securities held by all Company Shareholders (as x) constituting at least thirty percent (30%) of the case may beRegistrable Securities then outstanding and (y) having a total offering price (before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate $50 million (the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof separate from a Shelf Registration or Underwritten Shelf Takedown (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five (455) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five two (52) business days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three an aggregate of two (32) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement on Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and at least fifty percent (50%) of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement. Notwithstanding anything to the contrary herein, to the extent there is an active Form S-3 Shelf covering a Holder’s or Holders’ Registrable Securities, this subsection 2.1.1 shall be inapplicable and any request by such Holder or Holders to conduct an Underwritten Offering shall follow the procedures of subsection 2.3.4 herein and shall be counted as an Underwritten Shelf Takedown.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereofSection 2.4, at any time and from time to time (but subject to Article V)after the Closing, each of (i) the CBRG Sponsor or (ii) the Company Shareholders Investors holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), then issued and outstanding may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration sold and the intended method(s) of distribution thereof thereof. Within thirty (such written demand a “Demand Registration”). HoldCo shall, within forty-five (4530) days of HoldCo’s following receipt of the any request for a Demand Registration, notify, in writing, Purchaser will notify all other Holders of Investors holding Registrable Securities of such the demand, and each Holder of Investor holding Registrable Securities who thereafter wishes to include all or a portion of such HolderInvestor’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion Investor including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Demand Requesting Demanding Holder”) shall so notify HoldCo, in writing, Purchaser within five fifteen (515) days after the receipt by the Holder Investor of the notice from HoldCoPurchaser. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCorequest, such Demand Requesting Holder(s) the Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo provisos set forth in Section 3.1.1. Purchaser shall not be obligated to effect any Registration more than an aggregate of three (3) Demand Registrations under this subsection Section 2.1.1 if in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; providedcontrary, further, that in no event Purchaser shall HoldCo not be obligated to effect more than three a Demand Registration, (3i) demand registrations under if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant this sectionSection 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by Purchaser if such Demand Registration would cause Purchaser to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V), each of (i) on or after the CBRG Sponsor or (ii) date that the Company Shareholders holding completes a Business Combination, either Sponsor (the “Demanding Sponsor”) or the Holders of at least a majority in interest of the then-then issued and outstanding number of Registrable Securities held by all Company Shareholders (such Demanding Sponsor or Holders, as the case may be, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting a “Demand Registration”). Any demand for a Demand Registration shall specify the number of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities proposed to be included in such Registration and the intended method(s) of distribution thereof thereof. The Company will within ten (such written demand a “Demand Registration”). HoldCo shall, within forty-five (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, notify in writing, all other Holders of Registrable Securities of such the demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion including shares of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five ten (510) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by provisos set forth in Section 3.1.1. Under no circumstances shall the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Demand Registrations under this sectionSection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by all the Sponsors, officers or directors of the Company Shareholders or their affiliates, or the transferees of the foregoing or (as the case may beii) CCM, Northland and/or their respective designees (the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder▇▇▇▇▇▇’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of CCM, Northland and/or their respective designees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 ‎2.1.4 and Section ‎2.4 hereof, (a) at any time and from time to time (but subject commencing three months prior to Article V)the end of the Founder Shares Lock-up Period, each the holders of (i) the CBRG Sponsor majority of the Founder Shares, or (iib) on or after the date the Company Shareholders holding at least consummates the initial Business Combination, the holders of a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as representative shares, private warrants and warrants issued to the case may beSponsor, the “Demanding Holders”)Company’s officers, directors or their affiliates in payment of working capital loans made to the Company, may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect(i) file a Registration Statement in respect of all Registrable Securities requested by the Sponsor and Requesting Holder(s) pursuant such Demand Registration, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, and (ii) shall effect the Registration of all Registrable Securities requested by registration thereof as soon as practicable thereafter. Under no circumstances shall the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three an aggregate of two (32) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection ‎2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section ‎3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereofDuring such time when there is no effective Resale Shelf Registration Statement, at any time time, and from time to time (but subject to Article V)after the Merger Effective Time, each of if any, (i) the CBRG Sponsor SPAC Holders who hold at least twenty per cent (20%) of the Registrable Securities held by all SPAC Holders or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (Holder, as the case may be, the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-3 (F-1 or any similar, long-form Registration or, if Form S-3 is not available to be used by HoldCo at such timethen available, on Form S-1 or another appropriate form permitting F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration.” Any demand for a Demand Registration shall specify the number of such shares of Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. HoldCo shallThe Company will, within forty-five ten (4510) days Business Days of HoldCo’s its receipt of the Demand Registration, notify, in writing, notify all other Holders that are Holders of Registrable Securities of such the demand, and each such Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Demand Requesting Demanding Holder”) shall so notify HoldCo, in writing, the Company within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCorequest, such Demand Requesting Holder(s) the Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one (1) Demand Registration during any Registration under this subsection 2.1.1 twelve (12)-month period; or (b) more than four (4) Underwritten Demand Registrations in respect of all Registrable Securities, in the aggregate, held by the Holders, provided that if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds sought to be included in the Registration pursuant to this Section 2.2.1 are not fully included in such Registration solely due to the action or inaction of less than $10,000,000; providedthe Company, further, that in no event then such Registration shall HoldCo not be obligated deemed to effect more than three (3) demand registrations under constitute a Demand Registration pursuant to this sectionSection 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by all the Sponsors, officers or directors of the Company Shareholders or their affiliates, or the transferees of the foregoing or (as the case may be, ii) CCM and/or its designees or Permitted Transferees (the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities. Notwithstanding the foregoing sentence, CCM and/or its designees or Permitted Transferees shall be entitled to (1) Demand Registration, which demand BTIG may make regardless of whether the Company has already effected an aggregate of three (3) Registrations and provided that the right to make such demand shall expire five years following the commencement of sales in the Company’s initial public offering of units (the “IPO”). A Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time (but subject to Article V)on or after the Closing Date, each of (ia) the CBRG Sponsor or (ii) the Company Shareholders holding Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders the Gores Holders (as the case may be“Gores Demanding Holders”), and (b) the Shay Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Shay Holders (the “Shay Demanding Holders,” together with the Gores Demanding Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on i) Form S-1 or another appropriate form permitting Registration (ii) if available, Form S-3, which in the case of such Registrable either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities for resale by such Demanding Holders)Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five (45) days of HoldCopromptly following the Company’s receipt of the a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities (other than a Demand Registration with respect to any Registrable Securities to be distributed by the Sponsor to its members following the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable) of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, subject to subsection 2.2.4 below, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . The Company shall not be obligated to effect any more than (A) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Gores Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Shay Holders, in each case under this subsection 2.1.1 if 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and Demand the Requesting Holders propose to sell Registrable Securities be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with aggregate proceeds Section 3.1 of less than $10,000,000this Agreement; provided, furtherfurther that if after a Demanding Holder executes the maximum number of Demand Registrations permitted hereunder and the related offerings are completed, such Demanding Holder continues to hold Registrable Securities that would reasonably exceed the Minimum Amount if sold in no event a single public offering, such Demanding Holder shall HoldCo be obligated have the right to effect more than three execute at least one (31) demand registrations under this sectionadditional Demand Registration.

Request for Registration. Subject to compliance with Section 3.4 hereof, if there is not an effective Shelf available for the provisions of subsection 2.1.4 hereofresale for the Registrable Securities pursuant to Section 2.1, at any time and from time to time (but subject to Article V)on or after the date that is 180 days from the consummation of the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding Holders who hold at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders any of (i) the Eagle Holders, collectively, (ii) the Preferred Holders, collectively, or (iii) the Original Holders, collectively (as the case may beapplicable, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five (455) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) business days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall use its commercially reasonable efforts to effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not the Company be obligated pursuant to effect this Agreement to take any action to effect: (1) any such Demand Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of for less than $10,000,000; provided[●] worth of the Company’s then outstanding Common Stock, further, that in no event shall HoldCo be obligated to effect (2) more than three one (1) Demand Registration during any six-month period, (3) demand registrations under more than two (2) Demand Registrations in total pursuant to this sectionSection 2.2.1 for any of the Eagle Holders, the Preferred Holders or the Original Holders, or (4) any Demand Registration at any time there is an effective Shelf on file with the Commission pursuant to Section 2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, If at any time and from time to time (but subject to Article V), each beginning at the earlier ------------------------ of (i) six months after the CBRG Sponsor or closing of a public offering by the Company of its Common Stock pursuant to a registration statement under the Securities Act and (ii) the fourth anniversary of the date of this Agreement, the Company Shareholders holding at least shall receive from Initiating Holders a written request that the Company effect a registration with respect to Registrable Securities held by such Initiating Holders the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of the Registrable Securities requested to be registered by the Initiating Holders and by any Holder or Holders joining in such request as are specified in a written request given within 30 days after receipt of such written notice from the Company. In the event that holders of a majority in interest of the then-outstanding Registrable Securities elect to limit the number of Registrable Securities to be registered, the number of shares that are included in the registration shall be allocated among all Holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all each Holder at the time of the filing of the registration statement. The Company Shareholders (as shall file a registration statement covering the case may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 to be registered as soon as practicable after receipt of the request of the Initiating Holders; provided, however, that if the Company shall furnish to such Initiating Holders (in the event of an underwritten offering) a certificate signed by the representatives of the underwriters of the offering to which such registration statement relates, to the effect that market conditions are such that a delay in the filing of such registration statement is advisable (or, if Form S-3 in the event of a non-underwritten offering, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company a delay in filing such registration statement is not available necessary in order to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holdersavoid a serious detriment to the Company), which written demand the Company shall describe have the amount and type right, exercisable on only one occasion in any twelve month period, to defer such filing for a period of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) not more than 120 days of HoldCo’s after receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder request of the notice from HoldCoInitiating Holders. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo The Company shall not be obligated to effect effect, or to take any Registration under action to effect, any registration pursuant to this subsection 2.1.1 if Section 5 after the Demanding Holders Company has effected two such registrations pursuant to this Section 5 and Demand Requesting Holders propose such registrations have been declared or ordered effective by the Commission. Any registration statement filed pursuant to sell Registrable Securities with aggregate proceeds this Section 5(a) may, subject to the provisions of less than $10,000,000; providedSection 5(b) below, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectioninclude securities of the Company being sold for the account of the Company.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by all the Sponsors, officers or directors of the Company Shareholders or their affiliates, or the transferees of the foregoing or (as ii) the case may be, Underwriters and/or their designees (the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of the Underwriters and/or their designees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at any time 2.2.4 hereof and from time to time (but subject to Article V), each of (i) the CBRG Sponsor or (ii) provided that the Company Shareholders holding does not have an effective Registration Statement pursuant to subsection 2.1 outstanding covering the Registrable Securities, the Holders of at least a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by all Company Shareholders the Butterfly Holders or the Sponsor Group Holders (as the case may be, the “Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo including by filing a Registration Statement relating thereto as soon as practicable, but not more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration. Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement with respect to such Demand Registration has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders on such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof2.2.5 and Sections 2.4 and 3.4 hereof and provided that Holdco does not have an effective Registration Statement pursuant to subsection 2.1.1 covering Registrable Securities, at any time and from time to time (but subject to Article V), each of (i) the CBRG Sponsor or (ii) the Company Shareholders Holders holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on (a) Form S-3 (orF-1, if Form S-3 or such other form of registration statement as is not then available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration effect a registration for resale of such Registrable Securities, covering such Registrable Securities for resale by such Demanding Holdersor (b) if available, Form F-3, which in the case of either clause (a) or (b), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) methods of distribution thereof (such written demand a “Demand Registration”)) provided that such Holders reasonably expect to sell Registrable Securities yielding aggregate gross proceeds in excess of the Minimum Amount. HoldCo Holdco shall, within forty-five ten (4510) business days of HoldCofollowing Holdco’s receipt of the a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand DR Requesting Holder”) shall so notify HoldCoHoldco, in writing, within five (5) business days after the receipt by the Holder of the notice from HoldCoHoldco. For the avoidance of doubt, to the extent a DR Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such DR Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by HoldCo Holdco of any such written notification from a Demand DR Requesting Holder(s) Holder to HoldCoHoldco, subject to subsection 2.2.4 below, such Demand DR Requesting Holder(s) Holder shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo Holdco shall effectfile, as soon thereafter as practicable, but not more than thirty forty-five (3045) days immediately after HoldCoHoldco’s receipt of the Demand Registration, and Holdco shall use reasonable best efforts to effect the Registration of all Registrable Securities requested by the DR Demanding Holders and Demand DR Requesting Holders pursuant to such Demand Registration; provided, that HoldCo Registration as soon as practicable. Holdco shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than (i) an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by Sponsor, and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by Parent, in each case under subsection 2.1.3 or this sectionsubsection 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) to be registered on behalf of the DR Demanding Holders and the DR Requesting Holders (or in the case of a Shelf Underwritten Offering, the SUO Demanding Holders and the SUO Requesting Holders) in such Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject As promptly as possible, and in any event within thirty (30) calendar days of the Closing (the “Filing Deadline”), the Company shall file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”), relating to the provisions offer and sale of subsection 2.1.4 hereof, at Registrable Securities by any time and Holders thereof from time to time (but subject in accordance with the methods of distribution elected by such Holders, and the Company shall use its reasonable best efforts to Article V)cause the Initial Registration Statement to promptly become effective under the Securities Act, each provided, however, that the Company shall be permitted to file a post- effective amendment or Prospectus supplement to any effective shelf Registration Statement in lieu of filing a new Registration Statement to the extent the Company determines, and the Holders agree, that the Registrable Securities may be sold thereunder by the Holders pursuant to their intended plan of distribution. Notwithstanding the registration obligations set forth in this Section 3.1.1, in the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the CBRG Sponsor or Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the SEC and/or (ii) withdraw the Company Shareholders holding at least Initial Registration Statement and file a majority new registration statement (a “New Registration Statement”), in interest of either case covering the then-outstanding maximum number of Registrable Securities held permitted to be registered by the SEC, on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities. Notwithstanding any other provision of this Agreement, if the SEC limits the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company Shareholders used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced: first by Registrable Securities not acquired pursuant to the Purchase Agreement (whether pursuant to registration rights or otherwise); second by Registrable Securities represented by the Pre-Funded Warrant; and third by Registrable Securities represented by ▇▇▇▇▇▇. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the “Demanding Holders”)Company will use its commercially reasonable efforts to file with the SEC, may make a written demand for Registration of all as promptly as allowed by SEC, one or part of their Registrable Securities more registration statements on Form S-3 (or, if Form S-3 is not or such other form available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such register for resale those Registrable Securities that were not registered for resale by such Demanding Holders)on the Initial Registration Statement, which written demand shall describe as amended, or the amount and type of securities to be included in such New Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)Statement. HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demandAs promptly as possible, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, any event within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) calendar days immediately after HoldCo’s of the issuance of any Pre-Funded Warrant pursuant to Section 6.9 of the Purchase Agreement, the Company shall file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities as the Holders may reasonably specify (an “Additional Registration Statement”), relating to the offer and sale of Registrable Securities underlying such Pre-Funded Warrant by any Holders thereof from time to time in accordance with the methods of distribution elected by such Holders, and the Company shall use its reasonable best efforts to cause the Additional Registration Statement to promptly become effective under the Securities Act, provided, however, that the Company shall be permitted to file a post-effective amendment or Prospectus supplement to any effective shelf Registration Statement in lieu of filing an Additional Registration Statement to the extent the Company determines, and the Holders agree, that the Registrable Securities may be sold thereunder by the Holders pursuant to their intended plan of distribution. Continued Effectiveness. The Company shall use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming part of the Registration Statement to be usable by Holders until the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “Effectiveness Period”). Subject to Section 3.1.3, the Company shall be deemed not to have used its reasonable best efforts to keep the Registration Statement effective during the Effectiveness Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Registration Statement during the Effectiveness Period, unless such action or omission is required by applicable law. Suspension of Registration. If the continued use of such Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Registration Statement (a “Suspension”); provided, however, that the Company shall not be permitted to exercise a Suspension more than one time during any twelve (12)-month period for a period not to exceed sixty (60) days. In the case of a Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant notice referred to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this section.above. The Company shall

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof2.2.4 and Section 3.4, at any time and from time to time (but subject to Article V)following the Closing, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “any Demanding Holders”), Holder may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a such Demand Registration (each such Holder that includes wishes to include all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the such Requesting Holder of the Demand Registration notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration Statement pursuant to a such Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not in no event more than thirty (30) calendar days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided. Under no circumstances shall the Company be obligated to effect more than (i) an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.2.1 in the aggregate on behalf of the Sponsor and the ▇▇▇▇ Insiders and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.2.1 on behalf of the NKGen Insiders, that HoldCo and the Company shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three an aggregate of two (32) demand registrations under this sectionDemand Registrations in any twelve-month period.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 covering Registrable Securities, at any time and from time to time (but subject to Article V), each of (ia) the CBRG Sponsor or (ii) the Company Shareholders holding Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders the Sponsor Holders or (as b) the case may be, Legacy Airspan Holders of at least a majority of the Registrable Securities held by the Legacy Airspan Holders (the “Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effectfile, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, a Form S-3 Shelf or, if Form S-3 is not then available to the Registration of Company, a Form S-1 Shelf covering all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo Registration and shall not use reasonable best efforts to cause such Registration Statement to become effective as promptly as practicable after filing. Under no circumstances shall the Company be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect (x) more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration by the Sponsor Holders under this sectionsubsection 2.2.1 with respect to any or all Registrable Securities held by such Sponsor Holders or (y) more than an aggregate of three (3) Registrations pursuant to a Demand Registration by the Legacy Airspan Holders under this subsection 2.2.1 with respect to any or all Registrable Securities held by such Legacy Airspan Holders; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company closed the Transaction, each of Holder (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). HoldCo The Company shall, within forty-five (455) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five ten (510) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effectthe Company shall, as soon thereafter as practicablesubject to Section 3.4 hereof, but not more than thirty effect within fifteen (3015) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S‑1 or any similar long‑form registration statement that may be available at such time (“Form S‑1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S‑1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V), each of (i) on or after the CBRG Sponsor or (ii) date the Company Shareholders holding consummates the Business Combination, the Holders of at least a majority in interest of the then-then outstanding number of Registrable Securities held owned by all Company Shareholders either (as i) MIHI (the case may be“Macquarie Demanding Holders”) or (ii) the Terrapin Founders (the “Terrapin Demanding Holders” and collectively with the Macquarie Demanding Holders, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations for each of the Macquarie Demanding Holders and the Terrapin Demanding Holders pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to (a) If after the provisions of subsection 2.1.4 hereof, at date Alliance shall receive a request from any time and from time to time (but subject to Article V), each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number holder of Registrable Securities held by all Company Shareholders (as including Warrants) that Alliance effect any registration under the case may be, the “Demanding Holders”), may make a written demand for Registration of Securities Act to which such holder is entitled under this Section 3 (including without limitation any related qualification under or compliance with blue sky or other state securities laws) with respect to all or a part of their the Registrable Securities on Form S-3 (orowned by such holder, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration then Alliance shall promptly give notice of such request to each other holder of Registrable Securities for resale by Securities, and Alliance shall thereupon promptly use its best efforts diligently to effect such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Requested Registration and related qualifications and compliances within 120 days after receiving such request for registration (including without limitation the intended method(sexecution of an undertaking to file post- effective amendments and appropriate qualifications under or other compliance with the applicable blue sky or other state securities laws) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of as may be reasonably requested by the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion made the original request (the "Original Requesting Holder") and by the holders of such Holder’s Registrable Securities in a Registration pursuant who make requests to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, Alliance within five (5) 15 days after the receipt giving of the aforesaid notice by Alliance (each of the Holder foregoing an "Other Requesting Holder") and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in any such request; provided, however, that Alliance shall not be obligated to take any action to effect a Requested Registration or any related qualification or compliance pursuant to this Section 3: (i) if the Requesting Holders do not request to include in such registration Registrable Securities (issued or issuable on exercise of the Warrants) having an aggregate Current Adjustment Price (as defined in the Warrant), determined as of the date of the notice from HoldCo. Upon receipt by HoldCo the Original Requesting Holder under Section 3.01(a) of any such written notification from a Demand Requesting Holder(s(A) to HoldCo, such Demand Requesting Holder(sat least $750,000 for the holders' first Requested Registration or (B) at least $250,000 for the holders' second Requested Registration; (ii) if Alliance shall be entitled to have their already effected two Requested Registrations on behalf of the holders of Registrable Securities included in a Registration pursuant to this Section 3.01, each of which Requested Registrations (A) has been declared or ordered effective (including without limitation qualification under or other compliance with state blue sky or securities laws requested) and which effectiveness has not been suspended or stopped by any governmental or judicial authority, and (B) remains continuously effective for a Demand Registration and HoldCo shall effectperiod of time not less than the Effective Period; or (iii) if, as soon thereafter as practicable, but not more than thirty (30) within 30 days immediately after HoldCo’s receipt of the Demand Registrationinitial request of the Original Requesting Holder pursuant to this Section 3.01, Alliance shall elect to include in such registration Ordinary Shares for its own account, whereupon Alliance shall notify each Requesting Holder that Alliance has elected to effect a Piggyback Registration and shall thereafter diligently proceed to do so, including therein the Registration of all Registrable Securities requested as to which notice was given by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; providedthis Section 3.01, but subject to the limitations set forth in Section 2(b)(i) (it being understood, however, that HoldCo such registration shall not be deemed to be a Requested Registration for the purposes of Sections 3.01(a)(ii) or 3.01(c)). (iv) Notwithstanding the foregoing, (A) Alliance shall not be obligated to effect any Registration under a registration pursuant to this subsection 2.1.1 if Section 3 during the Demanding Holders period starting with the date 60 days prior to Alliance's good faith estimated date of filing of, and Demand Requesting Holders propose ending on a date 120 days following the effective date of, a registration statement pertaining to sell Registrable Securities with aggregate proceeds an underwritten public offering of less than $10,000,000; providedsecurities for the account of Alliance, furtherprovided that Alliance is at all times during such period diligently pursuing such registration, that in no event (B) Alliance shall HoldCo not be obligated to effect a registration of Registrable Securities pursuant to this Section 3 pursuant to any request of Holders of Registrable Securities if such request is received after the receipt by Alliance of a request for registration pursuant to one of the Registration Agreements, and any such registration pursuant to this Section 3 would likely result in a registration statement being declared effective prior to the date that is 90 days after the effective date of any such registration effected pursuant to the Registration Agreement, and (C) Alliance shall not be obligated to effect a registration pursuant to this Section 3 and shall have the right to defer such filing for a period of not more than three 120 days after receipt of the request of holders of Registrable Securities, if Alliance shall furnish to such holders a certificate signed by the President of Alliance stating that in the good faith judgment of the Board of Directors of Alliance, it would be seriously detrimental to Alliance and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement; provided, however, that, subject to the limitation set forth in the proviso in Section 3.01(a)(ii), if Alliance shall no longer be eligible to effect a Short-Form Requested Registration following the deferral of registration pursuant to this paragraph, then the holders of Registrable Securities shall, subject to Section 3.01(a)(ii), be entitled to a Long-Form Requested Registration for each such deferral. (3v) demand registrations If at any time after the holders' initial Requested Registration, a request of the holders of Registrable Securities for a Requested Registration shall be denied by Alliance solely because the aggregate Current Adjustment Price of such Registrable Securities sought to be included in such registration is below the requisite dollar amount specified in Section 3.01(a)(i)(B), then at the election of the holders of a majority of the then outstanding Registrable Securities, and in exchange for the right of the holders to request a second Requested Registration under this sectionSection 3, the holders shall be entitled to convert their Registrable Securities represented by Warrants (having an aggregate Current Adjustment Price for all holders of not more than $250,000) pursuant to Section 12 of the Warrant. (b) If a Requested Registration becomes a Cutback Registration and the number of shares of Registrable Securities actually sold in such Requested Registration is not at least a majority of the number of shares of Registrable Securities requested to be included in such registration, then (A) such Requested Registration shall not be deemed to be a Requested Registration for the purposes of Section 3.01(a)(ii); and (B) notwithstanding that such Requested Registration is a Cutback Registration, Alliance shall continue to use its best efforts diligently to comply with all its obligations (including without limitation payment of expenses) under this Agreement with respect to such Requested Registration. The registration statement filed pursuant to the request of holders of Registrable Securities may, subject to the provisions of Section 3.01(c), include other shares of Ordinary Shares of Alliance, which are held by persons who, by virtue of agreements with Alliance, are entitled to include their securities in any such registration, and Alliance shall have the right to include shares of Ordinary Shares in such registration for its own account as provided therein. (c) If a Requested Registration becomes a Cutback Registration, the number of Ordinary Shares to be included in the underwriting or registration shall be allocated first to the holders of Registrable Securities and the Electing Holders (pro rata, based on the number of Registrable Securities requested by each such holder to be included therein), second to Alliance and thereafter to any other holders requesting inclusion in the registration on the basis of the number of shares each other requesting holder requests be included bears to the total number of shares of all other holders of Ordinary Shares that have been requested be included in such registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from Alliance, the underwriter, or the holders of Registrable Securities. The securities so excluded shall also be withdrawn from registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at At any time and from time to time (but subject to Article V)on or after the date hereof, each of (i) one or more Investors other than Cathay (the CBRG Sponsor “Non-Cathay Investors”) holding at least 1,000,000 Registrable Securities in the aggregate (subject to adjustment in the event of a stock split, consolidation or recapitalization) and (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case Cathay may be, the “Demanding Holders”), may each make a separate written demand for Registration registration under the Securities Act of all or part (but not less than 500,000, subject to adjustment in the event of a stock split, consolidation or recapitalization) of their respective Registrable Securities on Form S-3 (or, if Form S-3 is not available a “Demand Registration”). Any such demand for a Demand Registration shall specify the type and number of shares of Registrable Securities proposed to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration sold and the intended method(s) of distribution thereof thereof. In the event of a demand by one or more Non-Cathay Investors, the Company will notify all other Non-Cathay Investors of the demand within ten (such written demand a “Demand Registration”). HoldCo shall, within forty-five (4510) days of HoldCo’s from the receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Non-Cathay Investor that holds Registrable Securities who thereafter and wishes to include all or a portion of such Holder’s its Registrable Securities in a Registration pursuant to a the Demand Registration of the Non-Cathay Investors (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such together with the Non-Cathay Investors demanding the Demand Registration, a the “Demand Requesting HolderNon-Cathay Demanding Holders”) shall so notify HoldCo, in writing, the Company within five fifteen (515) days after the receipt by the Holder holder of the notice from HoldCothe Company. In the case of a demand by one or more Non-Cathay Investors, each Non-Cathay Demanding Holder shall be referred to as a “Demanding Holder”, and in the case of a demand by Cathay, Cathay shall be referred to as the “Demanding Holder”. Upon receipt by HoldCo of any such written notification from a demand for a Demand Requesting Holder(s) to HoldCoRegistration, such Demand Requesting the Demanding Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo provisos set forth in Section 3.1.1. The Company shall not be obligated to effect any Registration more than two (2) Demand Registrations pursuant to clause (i) of the first sentence of this Section 2.1.1 and two (2) additional Demand Registrations pursuant to clause (ii) of the first sentence of this Section 2.1.1 in respect of Registrable Securities. Registrable Securities registered under this subsection 2.1.1 if Section shall remain subject to the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds transfer restrictions set forth in Section 5.3 of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionthe Merger Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof2.2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 outstanding covering Registrable Securities, at any time and from time to time (but subject to Article V), each of (ia) the CBRG Sponsor or (ii) the Company Shareholders holding Existing Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by all Company Shareholders the Existing Holders or (as b) the case may be, New Holders of at least a majority-in-interest of the then-outstanding number of Registrable Securities held by the New Holders (the “Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five (455) days of HoldCothe Company’s receipt of the Demand RegistrationRegistration (other than with respect to a Block Trade), notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration by the Existing Holders under this sectionsubsection 2.2.1 with respect to any or all Registrable Securities held by such Existing Holders; provided, however, that a Registration pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Requesting Holders and the Demanding Holders to be registered on behalf of the Requesting Holders and the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.4 and Section 2.4 hereof, and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.2.1 outstanding covering all the Registrable securities, at any time and from time to time after the first anniversary of the Closing, either (but subject to Article V), each of (ia) the CBRG Sponsor Sponsor, or (iib) the Company Shareholders holding New Holders of at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by all Company Shareholders the New Holders (as the case may be, the “Demanding Holders”), in each case, may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five (455) business days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) business days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty sixty (3060) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three two (32) demand registrations Registrations initiated by the Sponsor (the “Sponsor Registrations”), provided that (A) Learn Capital, LLC (as successor in interest to and/or a Permitted Transferee of the Sponsor) or its affiliates shall be entitled to initiate one (1) Sponsor Registration and (B) CWAM Investors LLC (as successor in interest to and/or a Permitted Transferee of the Sponsor) or its affiliates shall be entitled to initiate one (1) Sponsor Registration, pursuant to a Demand Registration under this sectionsubsection 2.2.1 with respect to any or all Registrable Securities. Notwithstanding anything to the contrary in this subsection 2.2.1, any Demand Registration in the form of an Underwritten Offering, must include, in the aggregate, Registrable Securities having an aggregate market value of at least $10,000,000 (based on the Registrable Securities included in such Demand Registration by all Holders participating in such Demand Registration).

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 covering Registrable Securities, at any time and from time to time (but subject to Article V)on or after the Effective Time, each of (i) the CBRG Sponsor or (ii) the Company Shareholders Holders holding at least a majority in interest $10,000,000 of the then-outstanding number of Registrable Securities held by all Company Shareholders Holders (as the case may besuch Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 F-1 (or, if Form S-3 or such other form of registration statement as is not then available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting permit Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty (30i) days immediately after HoldCo’s receipt of the Demand Registration, the file a Registration Statement in respect of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders Holder(s) pursuant to such Demand Registration; provided, that HoldCo not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) effect the Registration thereunder as soon thereafter as practicable. Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three an aggregate of five (35) demand registrations Demand Registrations under this sectionsubsection 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at any time and from time to time (but subject to Article V), each of (i) From and after the CBRG Sponsor or later to occur of (iiA) the Company Shareholders holding at least a majority in interest of the thenIPO Lock-outstanding number of Registrable Securities held by all Company Shareholders Up Date and (as the case may beB) 180 days following an Initial Public Offering, the “Demanding Holders”), any Demand Holder may make a written demand request of the Company (a “Demand Request”) to have the Company effect a registration under the Securities Act (a “Demand Registration”) for Registration the sale of all or part of their Registrable Securities. Following receipt of such Demand Request, the Company shall be required to use commercially reasonable efforts to effect such Demand Registration subject to the terms hereof; provided that the Registrable Securities proposed to be offered by the Requesting Holders in any such Demand Request must have a reasonably anticipated aggregate offering price of at least $10,000,000 net of underwriting discounts and commissions (or at least $1,000,000 if the Company is then eligible to register such sale on a Form S-3 registration statement (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holdersany comparable or successor form), which written demand shall describe the amount ); and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of provided further that the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration make no more than five Demand Requests pursuant to a Demand Registration the foregoing provisions; and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registrationprovided further that, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo Company shall not be obligated to effect more than one Demand Registration at the request of any Registration of the Demand Holders in any six-month period. After such time as the NINE ENERGY SERVICE, INC. EXHIBIT B TO SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Company shall become eligible to use Form S-3 (or any comparable or successor form) for the registration under the Securities Act of any of its securities, any Demand Request by one or more Demand Holders with a reasonably anticipated aggregate offering price of at least $100,000,000 may be for a “shelf” registration pursuant to Rule 415 under the Securities Act; provided that if such Demand Holders request that any such “shelf” registration statement remain effective for a period in excess of two years, such “shelf” registration shall count as two Demand Requests for the purposes of this subsection 2.1.1 if Section 2(a). (ii) Each Demand Request shall specify the Demanding Holders and Demand Requesting Holders propose to sell number of shares of Registrable Securities with aggregate proceeds of less than $10,000,000; providedproposed to be sold. Subject to Section 4(c), further, that in no event the Company shall HoldCo be obligated use its best efforts to file under the Securities Act a registration statement on an appropriate form to effect more than three the Demand Registration within 30 days if eligible to use Form S-3 (3or any comparable or successor form), or otherwise within 60 days if not so eligible, after receiving a Demand Request (the “Required Filing Date”) demand registrations under this sectionand shall use commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing.

Request for Registration. Subject (a) The Holders shall be entitled to make certain demands on the provisions of subsection 2.1.4 hereof, at any time and from time Company with respect to time (but subject to Article V), each of its or their Registrable Shares as follows: (i) the CBRG Sponsor or (ii) the Company Shareholders holding At any time after [ ] [six month anniversary of Closing Date to be inserted at least a majority in interest time of the then-outstanding number execution], Holders of Registrable Shares may request the Company, in writing, to effect the registration under the Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make a written demand for Registration Act of all or part of its or their Registrable Securities Shares (a “Demand Registration”; a Demand Registration includes a Demand Shelf Registration) on Form S-3 or any successor form (or, if Form S-3 or such successor form is not then available to be used by HoldCo at such timethe Company, on Form S-1 or another appropriate any successor form permitting Registration of such thereto, as may then be available to the Company for the registration as requested); provided, that the Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities Shares proposed to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt sold by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration represent, in the aggregate, at least a Registrable Amount. (ii) Upon effectiveness of a Demand Registration on a shelf registration statement pursuant to Rule 415 (or any successor rule) promulgated under the Securities Act (a “Demand Shelf Registration”), Holders whose Registrable Shares are included in a Demand Shelf Registration (“Shelf Demand Holders”) may from time to time cause the Company, by written notice to the Company, to effect a “takedown” of Registrable Shares included in such Demand Shelf Registration; provided, that HoldCo the Registrable Shares requested to be included in a takedown that is pursuant to an underwritten offering by the Requesting Holders represent, in the aggregate, at least a Registrable Amount. (iii) Subject to Section 2.1.6(b) hereof, the Holders shall not be entitled to more than [three] Demand Requests, in the aggregate, and the Company shall not be obligated to effect more than an aggregate of three Demand Registrations and Shelf Takedowns, collectively; provided that an underwritten offering effected pursuant to a Demand Shelf Registration contemporaneously with the effectiveness of such Demand Shelf Registration shall count as one Demand Request (and not two Demand Requests—one for the Demand Shelf Registration and one for the Shelf Takedown). Furthermore, as between the Holders, for so long as Knight I (excluding any permitted assigns of Knight I) holds Registrable Shares which constitute at least a Registrable Amount, Knight I and its assignees (as provided in Section 4.5) shall be entitled to two Demand Requests and the other Holders, collectively, shall be entitled to one Demand Request; upon Knight I (excluding any permitted assigns of Knight I) ceasing to hold Registrable Shares which constitute at least a Registrable Amount, all remaining Demand Requests shall be for the benefit of all Holders collectively. (iv) The Company shall not be required to effect a Demand Registration under with respect to any Registrable Shares that are included in an effective Company Shelf Registration or another effective Demand Registration at the time the Demand Request for such Demand Registration is received by the Company; provided that this subsection 2.1.1 if clause (iv) shall not apply to a Shelf Takedown. (b) Each Demand Request shall specify the Demanding number of Registrable Shares proposed to be sold and the intended method of disposition thereof. Subject to Section 2.8 hereof, the Company shall prepare and file the Demand Registration by the Required Filing Date, use its commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing, and (i) subject to clause (ii) below, to maintain the effectiveness of any such registration statement continuously for 270 days or such shorter period of time that shall terminate the day after the date on which all of the Registrable Shares that are covered by the Demand Registration have been sold pursuant to the registration statement or the first day on which there shall cease to be any Registrable Shares held by the Holders whose Registrable Shares are included in the Demand Registration and a prospectus shall no longer be required to be delivered with respect to the offer and sale of any such Registrable Shares pursuant to such Demand Requesting Holders propose Registration (including sales by underwriters in an underwriting offering to sell unsold allotments) and (ii) with respect to a Demand Shelf Registration, to maintain the effectiveness of any such shelf registration statement continuously for two years or such shorter period of time that shall terminate the day after the date on which all of the shares of Common Stock that are Registrable Securities Shares and are covered by the Demand Shelf Registration have been sold pursuant to the shelf registration statement or the first day on which there shall cease to be any Registrable Shares held by the Holders whose Registrable Shares are included in the Demand Shelf Registration and, if applicable, a prospectus shall no longer be required to be delivered with aggregate proceeds respect to the offer and sale of less than $10,000,000; provided, further, that any such Registrable Shares pursuant to such Demand Shelf Registration (including sales by underwriters in no event an underwriting offering to sell unsold allotments). (i) The Company shall HoldCo not be obligated to effect more than three (3) demand registrations file a registration statement relating to a registration request under this sectionSection 2.1 or effect a Shelf Takedown more frequently than once in any six month period or within a period of six months after the effective date of any other registration statement of the Company or underwritten offering of the Company’s securities other than (A) an Excluded Registration (other than an Excluded Registration described in clause (ii) of the definition thereof in which all Holders were entitled to include all Registrable Shares and sell concurrently with such securities sold pursuant to such registration all Registrable Shares covered by such registration statement), (B) any registration statement filed at the request or on behalf of, or for the benefit of, another securityholder of the Company (other than pursuant to this Section 2.1) that is not an underwritten offering or (C) an underwritten offering in which Holders were not entitled to include all Registrable Shares requested to be included therein and sell concurrently with such securities sold pursuant to such offering all Registrable Shares requested to be included therein and (ii) the Company shall not be obligated to file a registration statement relating to a registration request under this Section 2.1 if the Company shall at the time have effective a Company Shelf Registration pursuant to which Holders that requested registration could effect the disposition of their Registrable Shares (excluding those Registrable Shares excluded from such Company Shelf Registration at the request of such Holders) in the manner requested. (d) The Registrable Amount requirement shall not apply to any Demand Request if all Holders request inclusion therein of all Registrable Shares then held by them that are not otherwise included in another effective registration statement.

Request for Registration. Subject to (a) Commencing on the provisions of subsection 2.1.4 date hereof, at any time and from time to time (but subject to Article V), each of (i) the CBRG Sponsor Holder or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number Holders of Registrable Securities held by all Company Shareholders (as shall have the case may be, right to require SpinCo to file a registration statement on Form S-1 or S-3 or any similar or successor to such forms under the “Demanding Holders”), may make Securities Act for a written demand for Registration public offering of all or part of its or their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”), by delivering to SpinCo written notice stating that such right is being exercised, naming, if applicable, the Holders whose Registrable Securities are to be included in such registration (collectively, the “Demanding Shareholders”), specifying the number of each such Demanding Shareholder’s Registrable Securities to be included in such registration and, subject to Section 2.1.3 hereof, describing the intended method of distribution thereof (a “Demand Request”). HoldCo shallSpinCo shall use its reasonable best efforts to cause Demand Registrations to be registered on Form S-3 (or any similar or successor form) once SpinCo becomes eligible to use Form S-3 (or any similar or successor form). (b) Subject to Section 2.1.5, SpinCo shall file the registration statement in respect of a Demand Registration as soon as practicable and, in any event, within forty-five (45) days of HoldCo’s receipt of after receiving a Demand Request (the “Required Filing Date”) and shall use reasonable best efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing; provided, however, that: (i) SpinCo shall not be obligated to effect a Demand Registration pursuant to Section 2.1.1(a) unless the Demand Registration, notify, in writing, all other Holders Request is for a number of Registrable Securities with a market value, as of the closing price of the day such demandDemand Registration is submitted, that is equal to at least $100,000,000; and (ii) Subject to Section 2.1.1(a), (x) RemainCo, the Subsidiary Holders and their respective Permitted Transferees will be entitled to request, collectively, up to eight (8) Demand Registrations (including Shelf Registrations) and (y) any Holder that is not RemainCo, a Subsidiary Holder or their respective Permitted Transferee will be entitled to request up to (A) if such Holder holds, at the time such Holder becomes party to this Agreement pursuant to Section 2.9, Registrable Securities representing at least fifteen percent (15%) of the then issued and outstanding shares of Common Stock, four (4) Demand Registrations (including Shelf Registrations) or (B) in all other instances, two (2) Demand Registrations (including Shelf Registrations), in each case without a Demand Registration requested pursuant to clause (x) or (y) counting against the total number of demands granted under the other clause. SpinCo and any Holder shall be entitled to participate in a Demand Registration initiated by any other Holder, and SpinCo shall give prompt written notice to each Holder of Registrable Securities who thereafter wishes other than the Demanding Shareholders (which notice shall be given not less than seven (7) Business Days prior to the anticipated filing date of the registration statement or, in the case of a Shelf Registration Statement, preliminary prospectus supplement in respect of such Demand Registration), which notice shall offer each such Holder the opportunity to include any or all or a portion of its Registrable Securities in such registration statement, subject to the limitations contained in Section 2.1.4 hereof. Each such Holder who desires to have its Registrable Securities included in such registration statement shall so advise SpinCo in writing (stating the number of shares desired to be registered) within three (3) Business Days after the date of such notice from SpinCo. Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in a Registration any registration statement pursuant to a Demand Registration (each such Holder that includes all or a portion this Section 2.1.1 by giving written notice to SpinCo of such Holder’s withdrawal. Subject to Section 2.1.4 below, SpinCo shall include in such registration statement all such Registrable Securities in such Registrationso requested to be included therein. (iii) Until the date on which SpinCo first becomes eligible to use a Form S-3 (or any similar or successor form) as a Shelf Registration Statement, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but SpinCo will not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three one Demand Registration which, for the avoidance of doubt, shall be in addition to any registration on a Shelf Registration Statement, in any four (34)-month period; provided that the restrictions set forth in this Section 2.1.1(b)(iii) demand registrations under this sectionshall be of no further effect from and after such date.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at At any time and from time to time (but subject after the expiration of any lock-up to Article V)which an Investor’s shares are subject, each if any, provided compliance by the Investors with Section 3.4, and provided further there is not an effective Resale Shelf Registration Statement available for the resale of the Registerable Securities pursuant to Section 2.1 (i) ARYA Investors who hold a majority of the CBRG Sponsor or Registrable Securities held by all ARYA Investors, (ii) the Dievini or (iii) Company Shareholders holding at least Investors (other than Dievini) who hold a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (Investors, as the case may be, the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-3 (F-1 or any similar long-form Registration or, if Form S-3 is not available to be used by HoldCo at such timethen available, on Form S-1 or another appropriate form permitting F-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall specify the number of such shares of Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, The Company will notify all other Holders Investors that are holders of Registrable Securities of such the demand, and each Holder such holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Demand Requesting Demanding Holder”) shall so notify HoldCo, in writing, the Company within five fifteen (515) days after the receipt by the Holder holder of the notice from HoldCothe Company. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCorequest, such Demand Requesting Holder(s) the Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo provisos set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one (1) Demand Registration during any six-month period; (b) any Demand Registration under this subsection 2.1.1 if at any time there is an effective Resale Shelf Registration Statement on file with the Demanding Holders and Demand Requesting Holders propose Commission pursuant to sell Registrable Securities with aggregate proceeds of less than $10,000,000Section 2.1; provided, further, that in no event shall HoldCo be obligated to effect (c) more than three Underwritten Demand Registrations in respect of all Registrable Securities held by ARYA Investors; (3d) demand registrations under this sectionmore than three Underwritten Demand Registrations in respect of all Registrable Securities held by Company Investors (excluding dievini) or (e) more than nine Underwritten Demand Registrations in respect of all Registrable Securities held by dievini.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject on or after the expiration of the lock-up to Article V)which such shares are subject, each if any, the Holders of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five fifteen (515) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty-five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo subject to Section 2.1.4 and Section 2.4. Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-I”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereofSection 2.4, at any time and from time to time (but subject to Article V)after the Closing, each of (i) the CBRG Sponsor or (ii) the Company Shareholders Holders holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), then issued and outstanding may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration sold and the intended method(s) of distribution thereof thereof. Within thirty (such written demand a “Demand Registration”). HoldCo shall, within forty-five (4530) days of HoldCo’s following receipt of the any request for a Demand Registration, notify, in writing, Pubco shall notify all other Holders of holding Registrable Securities of such the demand, and each Holder of holding Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Demand Requesting Demanding Holder”) shall so notify HoldCo, in writing, Pubco within five fifteen (515) days after the receipt by the Holder of the notice from HoldCoPubco. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCorequest, such Demand Requesting Holder(s) the Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect any Registration more than an aggregate of two (2) Demand Registrations under this subsection Section 2.1.1 if in respect of all Registrable Securities. Notwithstanding anything in this Section 2.1 to the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; providedcontrary, further, that in no event Pubco shall HoldCo not be obligated to effect more than three a Demand Registration, (3i) demand registrations under if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant this sectionSection 2.1, or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)following the Filing Deadline, each of (i) the CBRG Sponsor or (ii) the Company Shareholders Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders Holders (as the case may besuch Holders, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 S‑3 is not available to be used by HoldCo the Company at such time, on Form S-1 S- 1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty sixty (3060) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three an aggregate of (3i) demand registrations two (2) Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 initiated by the Holders.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at At any time and from time after the earlier to time (but subject to Article V), each occur of (i) the CBRG Sponsor or second anniversary of the date hereof and (ii) the Company Shareholders holding at least a majority in interest 180th day following the consummation of the then-outstanding number Company's Initial Public Offering, any of Registrable Securities held by all Company Shareholders the DLJMB Holders and any of the DLJIP Holders or a Majority Interest of the Existing Holders may request, in writing (as the case may be, the “Demanding Holders”a "Demand Request"), may make that the Company prepare and file with the Commission a written demand Registration Statement (the "Demand Registration Statement") on the appropriate form for Registration a public offering of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a any portion of such Holder’s Holders' Registrable Securities to be made in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities the manner specified in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registrationrequest; provided, however, that HoldCo subject to Section 2(e), the Company shall not be obligated required to effect any (i) more than two Demand Registration under this subsection 2.1.1 if Statements on behalf of the Demanding DLJMB Holders with respect to the Preferred Shares, (ii) more than two Demand Registration Statements on behalf of the DLJMB Holders with respect to the Warrants and Warrant Shares held by the DLJMB" Holders; (iii) more than two Demand Requesting Registration Statements on behalf of the DLJIP Holders propose with respect to sell Registrable Securities with aggregate proceeds the Warrants and Warrant Shares held by the DLJIP Holders or (iv) more than two Demand Registration Statements on behalf of less than $10,000,000the Existing Holders; provided, further, that in no event any Demand Request by the DLJMB Holders that includes both Preferred Shares and Warrant Shares (and/or Warrants) shall HoldCo be obligated deemed to constitute only one Demand Registration Statement for purposes of this Section 2(a). The Company shall not be required to effect more any Demand Registration Statement pursuant to this Section 2(a) unless (i) the Registrable Securities to be sold have an aggregate fair market value equal to or in excess of $20 million or (ii) represent all of the Registrable Securities held by the holder making the Demand Request of the class of such Registrable Securities proposed to be sold pursuant to such Demand Registration Statement. Each Demand Request so made by the DLJMB Holders, the DLJIP Holders or Existing Holders shall specify the number and kind of Registrable Securities proposed to be sold. Subject to Section 2(g), the Company shall use its reasonable best efforts to file the Demand Registration Statement covering the Registrable Securities which are the subject of the Demand Request, as well as any Registrable Securities included in such Demand Registration Statement pursuant to Section 2(c), within 90 days after receiving a Demand Request (the "Required Filing Date") and to cause the same to be declared effective by the Commission as promptly as practicable after such filing and to keep such Demand Registration Statement (other than three a Shelf Registration Statement filed pursuant to Section 6(a)) effective for a period beginning on the date such Demand Registration Statement is declared effective and ending on the earlier of (3i) demand registrations under this sectionthe date which is 180 days following the effective date thereof (or 90 days if the Demand Registration Statement is on Form S-3 or any successor form), or (ii) the date on which all Registrable Securities of the Holders included in such Demand Registration Statement have actually been sold thereunder.

Request for Registration. Subject (a) Pursuant to the provisions of subsection 2.1.4 hereof, at any time and from time to time (but subject to Article Vthis Section 3.1(a), each of Initiating Holder (ior both Initiating Holders acting jointly) the CBRG Sponsor or (ii) shall be entitled to present to the Company Shareholders holding at least a majority in interest of written request (a "REQUEST") that the then-outstanding number Company effect a registration under the Securities Act covering the resale of Registrable Securities held by all the Initiating Holder or Initiating Holders. If the Company Shareholders (shall receive from an Initiating Holder or Initiating Holders a Request that the Company effect a registration with respect to such Initiating Holder's or Initiating Holders' Registrable Securities having a market value of not less than $1,000,000 as of the case may bedate of a Request, the “Demanding Holders”), may make Company will use its reasonable best efforts to file and have declared effective by the Commission a written demand for Registration registration (a "DEMAND REGISTRATION") as soon as practicable after receipt of the Request to permit or facilitate the sale and distribution of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included as are specified in such Registration and Request. If a registration is proposed under this Section 3.1(a) by one Initiating Holder, then the intended method(s) Company shall promptly give written notice of distribution thereof such proposed registration to the other Initiating Holder (such written demand a “Demand Registration”the "Non-Requesting Initiating Holder"). HoldCo shallIf the Non-Requesting Initiating Holder desires to include in any such proposed registration all or any part of his Registrable Securities, within forty-five (45) days of HoldCo’s receipt of he shall notify the Demand Registration, notify, in writing, all other Holders of Registrable Securities Company of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, intent within five (5) days after receipt from the receipt by the Holder Company of the written notice from HoldCodescribed in the preceding sentence. Upon receipt Such notification may specify all or a part of the Non-Requesting Initiating Holder's Registrable Securities. (b) If all or any portion of the Registrable Securities covered by HoldCo a Request are, at the request of any such written notification from the Initiating Holder or Initiating Holders, to be distributed by means of an underwriting, the Initiating Holder or Initiating Holders shall so advise the Company as a Demand Requesting Holder(s) to HoldCopart of the Request. If an Initiating Holder or Initiating Holders disapproves of the terms of the underwriting, such Demand Requesting Holder(s) person may elect to withdraw therefrom by written notice to the Company and the underwriter. The securities so withdrawn shall also be entitled to have their Registrable Securities included in withdrawn from registration and such registration shall not count as a Registration pursuant to a permitted Demand Registration and HoldCo shall effect, as soon thereafter as practicable, under this Section 3.1 (but not more than thirty only with respect to the first such registration filed under this Section 3.1). (30c) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo The Company shall not be obligated required to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect (i) more than three one (31) demand registrations under Demand Registration in any twelve month period (ii) any Demand Registration following the second anniversary of the date of this sectionAgreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at (a) At any time and from time to time (but subject to Article V), each after the earlier of (i) the CBRG Sponsor March 2, 2015 or (ii) six (6) months after the effective date of the first registration statement for a firm commitment underwritten public offering of the Company’s Common Stock, the Investors holding at least sixty-five percent (65%) of the shares of Registrable Securities issued or issuable upon conversion of the Preferred Stock may request that the Company Shareholders holding effect a registration under the Securities Act of all or any part of their Registrable Securities (each, a “Demand Registration”), subject to the terms and conditions of this Agreement. Any request (a “Registration Request”) for a Demand Registration shall specify (A) the approximate number of shares of Registrable Securities requested to be registered and (B) the intended method of distribution of such shares. Within twenty (20) days of the receipt of the Registration Request, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will use its commercially reasonable efforts to effect as soon as practicable (and in any event within ninety (90) days of the date such request is given) the registration under the Securities Act requested and will include in such registration all shares of Registrable Securities that holders of Registrable Securities request the Company to include in such registration by written notice given to the Company within twenty (20) days after the Company’s sends such notice (subject to underwriter cut-backs as provided in this Agreement): (i) The Company shall not be required to effect more than two (2) Demand Registrations that have been declared or ordered effective and shall have the deferral rights set forth in Section 1.2(c) below. (ii) The Company shall not be required to effect a Demand Registration unless at least twenty-five percent (25%) of the then outstanding Registrable Securities shall be included in such registration and if the anticipated offering would exceed an aggregate offering price to the public, net of discounts and commissions, of $10,000,000. (iii) Without the prior written consent of the holders of at least a majority of the shares of Registrable Securities held by the Investors included in such registration, the Company will not include in any Demand Registration any securities other than (a) Registrable Securities, (b) shares of stock pursuant to Section 1.3 hereof, and (c) securities to be registered for offering and sale on behalf of the Company. If the managing underwriter(s) advise the Company in writing that in their opinion the number of shares of Registrable Securities and, if permitted hereunder, other securities in such offering, exceeds the number of shares of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a price range acceptable to the holders of at least a majority of the shares of Registrable Securities held by Investors initially requesting registration, the Company will include in such registration, prior to the inclusion of any securities which are not shares of Registrable Securities, the number of shares of Registrable Securities requested to be included that in the opinion of such underwriters can be sold in an orderly manner within the price range acceptable to the holders of at least a majority of the shares of Registrable Securities held by Investors initially requesting registration, subject to the following order of priority: (A) first, the securities requested to be included therein by the Investors, pro rata among the holders thereof on the basis of the number of shares of Registrable Securities such holders requested to be included in such registration; (B) second, the Registrable Securities requested to be included in such registration by the Common Stockholders on a pro rata basis based on the number of Registrable Securities the Common Stockholders requested to be included in such registration; (C) third, the securities requested to be included therein by the Company; and (D) fourth, among persons not contractually entitled to registration rights under this Agreement. (b) If the Investors initiating the Registration Request hereunder (the “Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1.2(a) and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by the Company and shall be reasonably acceptable to at least a majority in interest of the then-outstanding number of Initiating Holders (based on Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities requested to be included in such Registration registration), which approval shall not be unreasonably withheld or delayed; provided, however, that if the managing underwriter or underwriters shall be the firm or firms that managed the Company’s most recently completed underwritten public offering of Common Stock, such firm or firms shall be deemed acceptable unless at least a majority in interest of the Initiating Holders (based on Registrable Securities requested to be included in such registration) shall object to such firm or firms for reasons related to the ability of such firm or firms to effectively manage the offering. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.41.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. (c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board of Directors”) it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed and it is, therefore, essential to defer the intended method(s) filing of distribution thereof such registration statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred twenty (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45120) days of HoldCo’s after receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder request of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand RegistrationInitiating Holders; provided, however, that HoldCo the Company may not utilize this right more than once in any twelve (12) month period. (d) In addition, the Company shall not be obligated to effect effect, or to take any Registration under action to effect, any registration pursuant to this subsection 2.1.1 Section 1.2: (i) after the Company has effected two (2) Demand Registrations pursuant to this Section 1.2 and such registrations have been declared or ordered effective; (ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 1.3 or Section 1.11 hereof, provided that the Company is actively employing its commercially reasonable efforts to cause such registration statement to become effective; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; or (iii) if the Demanding Holders and Demand Requesting Initiating Holders propose to sell dispose of shares of Registrable Securities with aggregate proceeds that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.11 below. (iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of less than $10,000,000; providedprocess in effecting such registration, further, that qualification or compliance unless the Company is already subject to service in no event shall HoldCo such jurisdiction and except as may be obligated to effect more than three (3) demand registrations under this sectionrequired by the Securities Act.

Request for Registration. (a) Subject to the provisions of subsection 2.1.4 hereoflimitations and restrictions set forth in this Agreement, at any time after the one year anniversary of the Effective Date, the ▇▇▇▇▇▇ Representative, on behalf of the ▇▇▇▇▇▇ Holders, and from time Series A Holders of not less than one-third ( 1/3) of the Series A Registrable Common Securities then outstanding will each be entitled to time (but subject to Article V), each request of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders writing (such requesting Holders shall be hereinafter referred to as the case may be, “Initiating Holders” and such written notice shall be hereinafter referred to as the “Demanding HoldersDemand Notice”), may make a written demand for Registration ) one registration under the Securities Act in each calendar year of all or part of their the Registrable Common Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale owned by such Demanding Holders)Holders (each, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shallFor the avoidance of doubt, within fortythe parties acknowledge and agree that, following the submission of the first Demand Notice in any calendar year by Series A Holders of not less than one-five third ( 1/3) of the Series A Registrable Common Securities then outstanding, no other Series A Holders will be entitled or permitted to submit a Demand Notice during such calendar year. Each Demand Notice shall set forth (45i) days the identity of HoldCo’s receipt each of the Holders that intend to participate in the Demand Registration, notify(ii) the number of Registrable Common Securities such Holders intend to register in such registration, and (iii) the proposed investment banker(s) or underwriter(s), if any. (b) Upon receipt of a Demand Notice, the Company shall: (i) within ten (10) Business Days of the receipt thereof, give written notice of such request and a copy of the Demand Notice to the Holders not filing such written request for Demand Registration (which, in writingthe case of the ▇▇▇▇▇▇ Holders, shall be sent to the ▇▇▇▇▇▇ Representative); and (ii) use commercially reasonable efforts to effect the registration under the Securities Act in accordance herewith of all Registrable Common Securities which the Demand Notice identifies to be registered and all other Registrable Common Securities that any Holder, other than the Initiating Holders, requests in writing to be included in such registration within 10 Business Days after the delivery of the notice pursuant to Section 1.2(b)(i), subject to the limitations of Section 1.2(d)-(e). (c) If the Initiating Holders intend to distribute the Registrable Common Securities covered by their request by means of Registrable Securities an underwriting, they shall so advise the Company as a part of the Demand Notice made pursuant to Section 1.2(a) and the Company shall include such demandinformation in the written notice referred to in Section 1.2(b)(i). The selection of the underwriter or underwriters shall be subject to the Company’s approval which will not be unreasonably withheld. In such event, and each the right of any Holder of Registrable Securities who thereafter wishes to include all or a portion Registrable Common Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Common Securities in the underwriting (unless otherwise agreed by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.6(i)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the managing underwriter advises the Company and the Initiating Holders in writing that marketing factors require a Registration limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Common Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Common Securities that may be included in the underwriting shall be allocated first among all Holders participating in the underwriting in proportion (as nearly as practicable) to the number of shares requested to be underwritten by such Holders; provided, however, that the number of shares of Registrable Common Securities held by Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. Registrable Common Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a Demand Registration certificate signed by the Company’s chief executive officer or the chairman of the board of directors of the Company (each the “Board”) stating that in the good faith judgment of the Board, after consultation with its financial advisors and legal counsel and as evidenced by a resolution by the Board, it would be seriously detrimental to the Company and its stockholders for such Holder that includes all or a portion registration statement to be filed and it is therefore essential to defer the filing of such Holder’s Registrable Securities in registration statement, the Company shall have the right to defer taking action with respect to such Registration, filing (but not the preparation of such registration statement) for a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five period of not more than sixty (560) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, request of the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand RegistrationInitiating Holders; provided, that HoldCo the Company may not utilize this right more than once in any twelve-month period. (e) In addition, after delivery of any Demand Notice, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2 other than as requested in such Demand Notice (i.e., the Company shall not effect a registration requested by, and no Person shall be entitled to deliver, any Registration under this subsection 2.1.1 if other Demand Notice) during the Demanding Holders period commencing on the date of delivery of such Demand Notice and ending on (and including) the last day of the Required Effectiveness Period of the registration requested by such Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000Notice; provided, furtherhowever, that in no event the Series A Holders shall HoldCo be entitled to request, and upon such request the Company shall be obligated to effect more than three (3) demand registrations under effect, one registration in accordance with this sectionSection 1, with respect to a firm commitment underwritten public offering, during the 365-day period following a Mandatory Conversion Date, regardless of whether the Series A Holders would otherwise be entitled or permitted to request such registration hereunder.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 covering Registrable Securities, at any time and from time to time (but subject to Article V)on or after the Effective Time, each of (i) the CBRG Sponsor or (ii) the Company Shareholders Holders holding at least a majority in interest $5,000,000 of the then-outstanding number of Registrable Securities held by all Company Shareholders Holders (as the case may besuch Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 S-1 (or, if Form S-3 or such other form of registration statement as is not then available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting permit Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty (30i) days immediately after HoldCo’s receipt of the Demand Registration, the file a Registration Statement in respect of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders Holder(s) pursuant to such Demand Registration; provided, that HoldCo not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) effect the Registration thereunder as soon thereafter as practicable. Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three an aggregate of five (35) demand registrations Demand Registrations under this sectionsubsection 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, If at any time and from time to time (but subject to Article V), each beginning at the earlier of ------------------------ (i) six months after the CBRG Sponsor or closing of a public offering by the Company of its Common Stock pursuant to a registration statement under the Securities Act and (ii) the fourth anniversary of the date of this Agreement, the Company Shareholders holding at least shall receive from Initiating Holders a written request that the Company effect a registration with respect to Registrable Securities held by such Initiating Holders, the Company will: (i) promptly give written notice of the proposed registration to all other Holders; and (ii) as soon as practicable, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as may be so requested and as would permit or facilitate the sale and distribution of the Registrable Securities requested to be registered by the Initiating Holders and by any Holder or Holders joining in such request as are specified in a written request given within 30 days after receipt of such written notice from the Company. In the event that holders of a majority in interest of the then-outstanding Registrable Securities elect to limit the number of Registrable Securities to be registered, the number of shares that are included in the registration shall be allocated among all Holders of Registrable Securities in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all each Holder at the time of the filing of the registration statement. The Company Shareholders (as shall file a registration statement covering the case may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 to be registered as soon as practicable after receipt of the request of the Initiating Holders; provided, however, that if the Company shall furnish to such Initiating Holders (in the event of an underwritten offering) a certificate signed by the representatives of the underwriters of the offering to which such registration statement relates, to the effect that market conditions are such that a delay in the filing of such registration statement is advisable (or, if Form S-3 in the event of a non-underwritten offering, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company a delay in filing such registration statement is not available necessary in order to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holdersavoid a serious detriment to the Company), which written demand the Company shall describe have the amount and type right, exercisable on only one occasion in any twelve month period, to defer such filing for a period of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) not more than 120 days of HoldCo’s after receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder request of the notice from HoldCoInitiating Holders. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo The Company shall not be obligated to effect effect, or to take any Registration under action to effect, any registration pursuant to this subsection 2.1.1 if Section 5 after the Demanding Holders Company has effected two such registrations pursuant to this Section 5 and Demand Requesting Holders propose such registrations have been declared or ordered effective by the Commission. Any registration statement filed pursuant to sell Registrable Securities with aggregate proceeds this Section 5(a) may, subject to the provisions of less than $10,000,000; providedSection 5(b) below, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectioninclude securities of the Company being sold for the account of the Company.

Request for Registration. Subject to the provisions of subsection Section 2.1.4 hereofhereof and provided a Shelf Registration Statement has been filed pursuant to Section 2.2.5 hereof and been declared effective by the Commission, at any time and from time to time (but subject on or after the date on which the Shelf Registration Statement ceases to Article V)be effective, each Holders of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-then outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo Holdings shall, promptly following Holdings’ receipt of a Demand Registration and, in any event, within forty-five twenty (4520) days of HoldCo’s its receipt of the such Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCoHoldings, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCoHoldings. Upon receipt by HoldCo Holdings of any such written notification from a Demand Requesting Holder(s) to HoldCoHoldings, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo Holdings shall effect, as soon thereafter as reasonably practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Holdings shall not be obligated to effect any more than an aggregate of four (4) Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 if with respect to any or all Registrable Securities. Notwithstanding the Demanding foregoing, the Holders and may not make a Demand Requesting Holders propose Registration within 90 days after the date a prior Demand Registration has been declared effective pursuant to sell Registrable Securities with aggregate proceeds Section 2.1.2 or the effective date of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectiona Piggyback Registration.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time (but subject to Article V)on or after the Closing Date, each of (ia) the CBRG Sponsor or (ii) the Company Shareholders holding Gores Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders the Gores Holders (as the case may be“Gores Demanding Holders”) and (b) the Luminar Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Luminar Holders (the “Luminar Holders,” together with the Gores Demanding Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on i) Form S-1 or another appropriate form permitting Registration (ii) if available, Form S-3, which in the case of such Registrable either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities for resale by such Demanding Holders)Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand RegistrationRegistration (other than a Demand Registration with respect to any Registrable Securities to be distributed by the Sponsor to its members following the expiration of the Common Stock Lock-up Period or the Private Placement Lock-up Period, as applicable), notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, subject to subsection 2.2.4 below, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . The Company shall not be obligated to effect any more than (A) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Gores Holders and (B) an aggregate of six (6) Registrations pursuant to a Demand Registration initiated by the Luminar Holders, in each case under this subsection 2.1.1 if 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and Demand the Requesting Holders propose to sell Registrable Securities be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with aggregate proceeds Section 3.1 of less than $10,000,000this Agreement; provided, furtherfurther that if after a Demanding Holder executes the maximum number of Demand Registrations permitted hereunder and the related offerings are completed, such Demanding Holder continues to hold Registrable Securities that would reasonably exceed the Minimum Amount if sold in no event a single public offering, such Demanding Holder shall HoldCo be obligated have the right to effect more than three execute at least one (31) demand registrations under this sectionadditional Demand Registration.

Request for Registration. Subject to the provisions contained in this Section 2.1, beginning on the date on which the Company is a registrant entitled to use Form S-3 of subsection 2.1.4 hereofthe Commission (or any successor form thereto) to offer outstanding securities for the account of the Holders, one or more Holders of at any time and least 30% of the Registrable Securities then outstanding (each, a “Requesting Holder”) may, from time to time time, request in writing (but subject to Article V), each of (ia “Demand Request”) the CBRG Sponsor or (ii) that the Company Shareholders holding at least effect the registration under the Securities Act of a majority in interest of the then-outstanding specified number of Registrable Securities held by all Company Shareholders (as the case may beRequesting Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and specifying the intended method(s) method of distribution thereof if other than pursuant to an underwritten offering (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, furtherhowever, that the Company will in no event shall HoldCo be obligated required to effect more than three (3) demand Demand Registrations in total; provided, further that the Company will in no event be required to effect more than one (1) Demand Registration in any 12-month period; provided, further, that the Company will not be obligated to take any action to effect any Demand Registration within 90 days immediately following the effective date of any registration statement pertaining to an underwritten public offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to benefit plan). The Company shall cooperate with the Holders in order to facilitate communications among such Holders solely for the purpose of obtaining the consent of a sufficient number of Holders to request a Demand Registration pursuant to the first sentence of this Section 2.1, including by providing a list of securityholders of the Company with their respective ownership of Registrable Securities and contact information, which shall be used solely for purposes of this Agreement. Upon receipt of a Demand Request, the Company will cause to be included in a registration statement on an appropriate form under this sectionthe Securities Act, filed with the Commission as promptly as reasonably practicable but in any event not later than 90 days after receiving a Demand Request (the “Required Filing Date”), such Registrable Securities as may be requested by such Requesting Holders in their Demand Request together with any other Registrable Securities of the same class as requested by Joining Holders joining in such request pursuant to Section 2.2 hereof. The Company shall use its reasonable best efforts to cause any such registration statement to be declared effective by the Commission as promptly as practicable after such filing but in any event not later than 150 days following the date of the Demand Request.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least Holders of a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by all the Initial Stockholders, officers or directors of the Company Shareholders or their affiliates, or the transferees of the Initial Stockholders, or (as the case may be, ii) Cantor or its designees (the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effectthe Company shall, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such the Demand Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that HoldCo the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be obligated required to effect any file such Registration under this subsection 2.1.1 if Statement until it is so qualified. Under no circumstances shall the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Demand Registration have been sold in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection Section 2.1.4 hereofhereof and provided a Shelf Registration Statement has been filed pursuant to Section 2.3 hereof and been declared effective by the Commission, at any time and from time to time (but subject on or after the date on which the Shelf Registration Statement ceases to Article V)be effective, each Holders of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest 25% of the then-then outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo PubCo shall, promptly following PubCo’s receipt of a Demand Registration and, in any event, within forty-five twenty (4520) days of HoldCo’s its receipt of the such Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCoPubCo, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCoPubCo. Upon receipt by HoldCo PubCo of any such written notification from a Demand Requesting Holder(s) to HoldCoPubCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo PubCo shall effect, as soon thereafter as reasonably practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . PubCo shall not be obligated to effect any more than an aggregate of four (4) Registrations pursuant to a Demand Registration under this subsection Section 2.1.1 if with respect to any or all Registrable Securities; provided that, a Registration shall not be counted for such purpose unless a Form F-1 or any similar long-form registration statement that may be available at such time (“Form F-1”) has become effective and all of the Demanding Holders and Demand Registrable Securities requested by the Requesting Holders propose to sell Registrable Securities be registered on behalf of the Requesting Holders in such Form F-1 Registration have been sold, in accordance with aggregate proceeds Section 3.1 of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionAgreement.

Request for Registration. Subject At any time after the earlier of the consummation of an Initial Public Offering or the second anniversary of the Effective Date, an Initiating Holder may deliver to the provisions Company a written request (an “Initiating Request”) that the Company register with the Commission under the Securities Act all or part of subsection 2.1.4 hereofthe Registrable Common Stock owned by such Initiating Holder, which request shall specify the number of shares of Registrable Common Stock to be disposed of by such Initiating Holder and the proposed plan of distribution of such shares. Upon the receipt of any Initiating Request for registration pursuant to this Section 2, the Company will promptly (and in any event within 10 Business Days after receipt of such Initiating Request) notify in writing all other Holders of the receipt of such request and will use its reasonable best efforts to effect, at any time and from time to time (but subject to Article V)the earliest commercially practicable date, each of such registration under the Securities Act of: (i) the CBRG Sponsor or Registrable Common Stock that the Company has been so requested to register by such Initiating Holder; and (ii) all other Registrable Common Stock that the Company Shareholders holding at least a majority in interest has been requested to register by any other Holders by written request given to the Company within 30 days after the giving of written notice by the Company to such other Holders of the then-outstanding number Initiating Request, all to the extent necessary to permit the proposed method of disposition of the Registrable Common Stock so to be registered; provided that, (A) after an Initial Public Offering, the Company shall not be required to effect more than a total of three registrations pursuant to this Section 2 for all Holders of Registrable Securities held by all Common Stock ; (B) the Company Shareholders shall not be required to effect any registration pursuant to this Section 2 that covers the offering of less than $25,000,000 of Registrable Common Stock (as based on the case may beclosing price of the Common Stock on the date of such Initiating Request if the Common Stock is then traded on a national securities exchange or in the NASDAQ national market, or based on the advice of the managing underwriter regarding the likely public offering price of the Registrable Common Stock if the Common Stock is not then so traded), provided, however, that if the first registration to be effected pursuant to this Section 2 is the Initial Public Offering, the “Demanding Holders”)Company shall be required to effect such registration without regard to any minimum offering amount; (C) if the Company shall have previously effected a registration pursuant to this Section 2 or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 3, may make the Company shall not be required to effect any registration pursuant to this Section 2 until a written demand for Registration period of all or part of their Registrable Securities 120 days shall have elapsed from the date on Form S-3 (or, if Form S-3 is not available which such previous registration ceased to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such effective; and (D) any Holder whose Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities Common Stock was to be included in any such Registration and registration pursuant to this Section 2(a), may, by written notice to the intended method(s) Company received any time prior to the effectiveness of distribution thereof (such written demand a “Demand Registration”)registration, withdraw its request to have its shares of Registrable Common Stock included in such registration. HoldCo shall, within forty-five (45) days of HoldCoUpon the Company’s receipt of written notice of the Demand Registration, notifywithdrawal of such request from Holders (other than Management Holders) holding a number of shares of Registrable Common Stock such that the Holders (other than Management Holders) that have not elected to withdraw do not hold, in writingthe aggregate, all other Holders the requisite percentage of Outstanding Common Stock to initiate a request for registration under this Section 2(a) or do not propose to offer for sale the requisite amount of Registrable Securities Common Stock to require the Company to effect a registration under this Section 2(a), the Company shall not effect such registration and such registration shall not count as one of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration the permitted registrations pursuant to a Demand Registration this Section 2(a); provided that (each such x) any Initiating Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but may withdraw its Initiating Request not more than thirty twice unless such Initiating Request is withdrawn for a reason specified in a subclause (30y) days immediately after HoldCo’s receipt (I) below; and (y) the Initiating Holder shall either (I) elect to pay or reimburse the Company for all expenses incurred in connection with the second registration that is not effected as the result of an Initiating Request that is withdrawn by such Initiating Holder, pursuant to this paragraph (D), unless such Initiating Request is withdrawn either at the request of the Demand RegistrationCompany, the Registration of all Registrable Securities requested or because a breach by the Demanding Holders Company of its obligations under this Agreement has materially and Demand Requesting Holders adversely affected the proposed offering, or within five Business Days following the occurrence of a material adverse change in the Company or its business, in which cases the Company shall pay all Expenses incurred in connection with such registration, or (II) have the withdrawn Initiating Request count as one of the permitted registrations pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three paragraph (3A) demand registrations under this sectionabove.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V), each of (i) on or after the CBRG Sponsor or (ii) date the Company Shareholders holding consummates the Business Combination, the Holders of at least a majority in interest Majority-in-Interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by all the Sponsors, officers or directors of the Company Shareholders or their affiliates, or the transferees of the foregoing or (as the case may be, ii) BTIG and/or its designees or Permitted Transferees (the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities. Notwithstanding the foregoing sentence, BTIG and/or its designees or Permitted Transferees shall be entitled to (1) Demand Registration, which demand BTIG may make regardless of whether the Company has already effected an aggregate of three (3) Registrations and provided that the right to make such demand shall expire five years following the commencement of sales in the Company’s initial public offering of units (the “IPO”). A Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor J▇▇▇▇ or (ii) the Company Shareholders holding Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (excluding Registrable Securities held by all Company Shareholders J▇▇▇▇ and its Permitted Transferees) (J▇▇▇▇ or such Holders, as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that (i) this limitation shall not apply to any Demand Registration initiated by J▇▇▇▇ or its Permitted Transferees, which shall be governed by Section 3.6, and (ii) a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.5 hereof, at any time and from time to time (but subject to Article V)on or after the Registration Eligible Date of the relevant Registrable Securities, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding Holders of at least a majority in interest of the then-outstanding number of the Tranche A Registrable Securities, and (ii) the Holders of at least a majority in interest of the then-outstanding number of the Tranche B Registrable Securities held by all Company Shareholders (as each such Holders of the case may besame tranche of the relevant Registrable Securities, the “Demanding Holders”), ) may make a written demand for Registration under the Securities Act of all or part of their respective Registrable Securities in that tranche on Form S-3 F-3 (or, if Form S-3 F-3 is not available to be used by HoldCo Squirrel Cayman at such time, on Form S-1 F-1 or another appropriate form permitting Registration of such the relevant Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo Squirrel Cayman shall, within forty-five fifteen (4515) days of HoldCoSquirrel Cayman’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCoSquirrel Cayman, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCoSquirrel Cayman. Upon receipt by HoldCo Squirrel Cayman of any such written notification from a Demand Requesting Holder(s) to HoldCorequest, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo Squirrel Cayman shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately practicable after HoldCoSquirrel Cayman’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not Squirrel Cayman be obligated to effect effect, (i) with respect to any Tranche A Registrable Securities, more than an aggregate of one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1 if the Demanding Holders 2.1.1, and Demand Requesting Holders propose (ii) with respect to sell any Tranche B Registrable Securities with aggregate proceeds of less than $10,000,000; providedSecurities, further, that in no event shall HoldCo be obligated to effect more than three an aggregate of one (31) demand registrations Registration pursuant to a Demand Registration under this sectionsubsection 2.1.1.

Request for Registration. Subject (a) Pursuant to the provisions of subsection 2.1.4 hereof, at any time and from time to time (but subject to Article Vthis SECTION 3.1(a), each of Initiating Holder (ior both Initiating Holders acting jointly) the CBRG Sponsor or (ii) shall be entitled to present to the Company Shareholders holding at least a majority in interest of written request (a "REQUEST") that the then-outstanding number Company effect a registration under the Securities Act covering the resale of Registrable Securities held by all the Initiating Holder or Initiating Holders. If the Company Shareholders (shall receive from an Initiating Holder or Initiating Holders a Request that the Company effect a registration with respect to such Initiating Holder's or Initiating Holders' Registrable Securities having a market value of not less than $1,000,000 as of the case may bedate of a Request, the “Demanding Holders”), may make Company will use its reasonable best efforts to file and have declared effective by the Commission a written demand for Registration registration (a "DEMAND REGISTRATION") as soon as practicable after receipt of the Request to permit or facilitate the sale and distribution of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included as are specified in such Registration and Request. If a registration is proposed under this Section 3.1(a) by one Initiating Holder, then the intended method(s) Company shall promptly give written notice of distribution thereof such proposed registration to the other Initiating Holder (such written demand a “Demand Registration”the "Non-Requesting Initiating Holder"). HoldCo shallIf the Non-Requesting Initiating Holder desires to include in any such proposed registration all or any part of his Registrable Securities, within forty-five (45) days of HoldCo’s receipt of he shall notify the Demand Registration, notify, in writing, all other Holders of Registrable Securities Company of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, intent within five (5) days after receipt from the receipt by the Holder Company of the written notice described in the preceding sentence. Such notification may specify all or a part of the Non-Requesting Initiating Holder's Registrable Securities. (b) If all or any portion of the Registrable Securities covered by a Request are, at the request of the Initiating Holder or Initiating Holders, to be distributed by means of an underwriting, the Initiating Holder or Initiating Holders shall so advise the Company as a part of the Request. If an Initiating Holder or Initiating Holders disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company and the underwriter. The securities so withdrawn shall also be withdrawn from HoldCoregistration and such registration shall not count as a permitted Demand Registration under this Section 3.1 (but only with respect to the first such registration filed under this Section 3.1). (c) The Company shall not be required to effect (i) more than one (1) Demand Registration in any twelve month period (ii) any Demand Registration following the second anniversary of the date of this Agreement. (d) The Company shall have the right to defer its obligation to effect a Demand Registration for up to ninety (90) calendar days if, in the Company's good faith judgment, effecting a Demand Registration would be materially detrimental to the Company and an executive officer of the Company so notifies the Holders in writing; provided, however, that in such event, the Initiating Holder or Initiating Holders will be entitled to withdraw such Request, and if such Request is withdrawn, such registration shall not count as a permitted Demand Registrations under this Section 3.1 and the Company will pay all Registration Expenses in connection with such registration. (e) The registration statement filed pursuant to SECTION 3.1(a) may include other securities of the Company which are held by officers or directors of the Company or which are held by persons who, by virtue of agreements with the Company are entitled to include their securities in any such registration (collectively, "OTHER STOCKHOLDERS"). Upon receipt by HoldCo The Company shall promptly give notice of any registration proposed under this SECTION 3.1 to such written notification from Other Stockholders and shall promptly give notice to the Initiating Holder or Initiating Holders of any request by any such Other Stockholder for inclusion of such Other Stockholders' securities in the Demand Registration. In the event that a Demand Requesting Holder(sregistration effected pursuant to SECTION 3.1(a) is for an underwritten offering, and the representative of the underwriters advises the Company in writing that, in its opinion, marketing factors require a limitation on the number of shares to HoldCobe underwritten, such Demand Requesting Holder(sthe Company shall so advise all Holders and Other Stockholders requesting registration, and the number of shares that may be included in the registration and underwriting shall be allocated first to the Initiating Holder or Initiating Holders, and then in the following manner: (i) the securities requested to be registered by officers or directors of the Company (other than officers or directors of the Company who are also Holders) shall be entitled excluded from such registration and underwriting to have their Registrable Securities included the extent required by such limitation in a Registration pursuant to a Demand Registration and HoldCo shall effectproportion, as soon thereafter nearly as practicable, but not more than thirty to the respective amounts of securities requested to be registered by such officers and directors, and (30ii) days immediately after HoldCo’s receipt if a limitation on the number of shares is still required, the securities being sold for the account of the Demand RegistrationOther Stockholders (other than officers or directors of the Company who are not Holders) shall be excluded from such registration and underwriting to the extent required by such limitation in proportion, as nearly as practicable, to the Registration respective amounts of all Registrable Securities which they had requested to be included in such registration. If any Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Demanding Holders Company and Demand Requesting Holders pursuant the underwriter, and, in the case of the withdrawal of an Initiating Holder, such registration (but only with respect to the first such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration registration filed under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3SECTION 3.1(a) demand registrations under this sectionhereof).

Request for Registration. Subject to the provisions of subsection 2.1.4 Section 2(d) hereof, at commencing any time from and from time to time after Sixty (but subject to Article V)60) days after the Closing, each of (i) the CBRG Sponsor or (ii) the Company Shareholders Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders Holders (as the case may besuch Holders, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo the Company at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)) for an offering to be made on a continuous basis pursuant to Rule 415, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more later than thirty (30) days immediately after HoldCo’s receipt of the Demand RegistrationFiling Deadline, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three an aggregate of two (32) demand registrations Registrations pursuant to a Demand Registration under this sectionSection 2(a) initiated by the Holders. Each Registration Statement filed hereunder shall contain a description of the Holders planned distribution (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially in the form of “Plan of Distribution” attached hereto as Annex A. The Company shall respond to any comments from the staff of the Commission within 15 days of the receipt of such comments. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Deadline, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). Provided, however, during any period of time that the Company’s financial statements contained in a prospectus do not meet the requirements of Securities Act Section 10(a)(3) and the remaining period until the date its Form 10-K is required to be filed (excluding any extended period of time permitted by rule of the Commission) does not exceed 60 days, the Company shall be excused from amending or supplementing its prospectus for the remaining period until the date its Form 10-K is required to be filed (including any extended period of time permitted by rule of the Commission). The Company shall request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of unregistered Registrable Securities purchased by the Purchasers pursuant to the Purchase Agreement. In the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written notice along with the calculations as to such H▇▇▇▇▇’s allotment.

Request for Registration. Subject to In case the provisions of subsection 2.1.4 hereof, at any time and Company receives from time to time either (but subject to Article V), each of (ia) the CBRG Sponsor Purchaser or any of its Affiliates or (iib) in the Company Shareholders holding at least a majority in interest of the then-outstanding number case of Registrable Securities held by Holders that are not the Purchaser or any of its Affiliates, Registrable Securities Holders who, in the aggregate, hold not less than 10% of the Registrable Securities then outstanding, a written request (a “Demand Request”) that the Company effect any registration, qualification or compliance with respect to all Company Shareholders or part of such Registrable Securities Holders’ Registrable Securities (as the case may besuch Registrable Securities Holders, the “Demanding Initiating Holders”), the reasonably anticipated aggregate offering price, before underwriting discounts and commissions, of which would exceed $10.0 million or, if less than $10.0 million, such Demand Request is for all outstanding Registrable Securities, the Company will: (i) promptly give written notice of the proposed registration, qualification or compliance to all other Registrable Securities Holders; and (ii) as soon as practicable, use its reasonable best efforts to effect such registration, qualification or compliance (including appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may make a written demand for Registration be so requested and as would permit or facilitate the sale and distribution of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration portion of such Registrable Securities as are specified in the Demand Request, together with all or such portion of the Registrable Securities of any Registrable Securities Holder or Registrable Securities Holders joining in the Demand Request as are specified in a written request received by the Company within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company will not be required to effect more than four (4) registrations pursuant to this Section 9.1 in any twelve (12) month period. Notwithstanding the foregoing, the Company will not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 9.1 if, within two (2) Business Days of the date of the Demand Request, the Company delivers to such Registrable Securities Holder a certificate signed by the President and Chief Executive Officer of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company or its stockholders for resale by such Demanding Holders), which written demand shall describe the amount and type of securities a registration statement to be included filed in such Registration and the intended method(s) of distribution thereof (such written demand near future, in which case the Company’s obligation to use its reasonable best efforts to register, qualify or comply under this Section 9.1 will be deferred for a “Demand Registration”). HoldCo shall, within period not to exceed forty-five (45) consecutive days from the date of HoldCo’s receipt of the Demand RegistrationRequest; provided, notifyhowever, in writingthat the Company may not exercise this deferral right more than twice per twelve (12) month period. Subject to the foregoing, all other Holders of the Company will file a registration statement covering the Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes so requested to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, be registered within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionRequest.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof2.2.4 and Section 2.4 hereof and provided that the Company does not have an effective Registration Statement pursuant to subsection 2.1.1 or subsection 2.1.2 covering Registrable Securities, at any time and from time to time (but subject to Article V)on or after the Effective Time, each of (i) the CBRG Sponsor or (ii) the Company Shareholders Holders holding at least a majority in interest $10,000,000 of the then-outstanding number of Registrable Securities held by all Company Shareholders Holders (as the case may besuch Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 S-1 (or, if Form S-3 or such other form of registration statement as is not then available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting permit Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand demand, a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty (30i) days immediately after HoldCo’s receipt of the Demand Registration, the file a Registration Statement in respect of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders Holder(s) pursuant to such Demand Registration; provided, that HoldCo not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) effect the Registration thereunder as soon thereafter as practicable. Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than three an aggregate of five (35) demand registrations Demand Registrations under this sectionsubsection 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at any time and from time to time (but subject to Article V), each of (i) the CBRG Sponsor or (ii) In case the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders shall receive from any Holder or Holders (as the case may be, the “Demanding Form S-3 Initiating Holders”), may make a written demand for Registration of all request or part of their Registrable Securities requests (a “Form S-3 Request Notice”) that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Shares owned by such Holder or Holders, then, subject to the conditions of this Section 4, the Company will give written notice of the proposed registration within twenty (or, if 20) days after receipt of any such Form S-3 is not available Request Notice to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders and holders of Other Registrable Securities of such demandShares, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, registration all Registrable Shares and Other Registrable Shares held by holders of Other Registrable Shares held by all such Holders who wish to participate in writing, such registration and who have provided the Company with written notice requests for inclusion therein within five fifteen (515) days after the receipt by the Holder of the notice Company’s notice. Subject to the terms hereof, the Company will use its reasonable best efforts to effect such registration as soon as practicable. All written requests from HoldCo. Upon receipt by HoldCo of any Holder or Holders to effect a registration on Form S-3 pursuant to this Section 4 shall indicate whether such written notification from a Demand Requesting Holder(s) intend to HoldCoeffect an offering promptly following effectiveness of the registration statement or whether, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to Section 5.8(a), they intend for the registration statement to remain effective so that they may effect the offering on a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty delayed basis (30) days immediately after HoldCo’s receipt of a “Shelf Request”). Notwithstanding the Demand Registrationforegoing, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 4.1 (i) if Form S-3 is not available for such offering by the Holders; (ii) within ninety (90) days of the effective date of a registration statement filed pursuant to Section 3 or this Section 4.1 or pursuant to the Teads Registration under this subsection 2.1.1 Rights Agreement, (iii) within ninety (90) days of a Piggy-Back Underwritten Offering in which the Form S-3 Initiating Holders had an opportunity to participate pursuant to the provisions of Section 2 and from which no more the twenty percent (20%) of the Registrable Shares of the Form S-3 Initiating Holders that were requested to be included were excluded pursuant to Section 2.2(a), (iv) if the Demanding Company gives notice within fifteen (15) days of the request from the Form S-3 Initiating Holders and Demand Requesting that it is engaged in preparation of a registration statement or prospectus supplement, as the case may be, for a firm underwritten registered public offering (for which the registration statement or prospectus supplement will be filed within ninety (90) days) in which the Form S-3 Initiating Holders propose may include Registrable Shares pursuant to sell Registrable Securities with Section 2 above (subject to underwriting limitations provided under subsection 2.2(a)), (v) if the aggregate proceeds price to the public of the shares to be registered is less than $10,000,0001,000,000 (one million U.S. dollars); providedand (vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionqualification or compliance.

Request for Registration. Subject to (a) If after the provisions of subsection 2.1.4 hereof, at date AROC shall receive a request from any time and from time to time (but subject to Article V), each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number holder of Registrable Securities held by all Company Shareholders (as including Warrants) that AROC effect any registration under the case may be, the “Demanding Holders”), may make a written demand for Registration of Securities Act to which such holder is entitled under this Section 3 (including without limitation any related qualification under or compliance with blue sky or other state securities laws) with respect to all or a part of their the Registrable Securities on Form S-3 (orowned by such holder, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration then AROC shall promptly give notice of such request to each other holder of Registrable Securities for resale by Securities, and AROC shall thereupon promptly use its best efforts diligently to effect such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Requested Registration and related qualifications and compliances within 120 days after receiving such request for registration (including without limitation the intended method(sexecution of an undertaking to file post- effective amendments and appropriate qualifications under or other compliance with the applicable blue sky or other state securities laws) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of as may be reasonably requested by the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion made the original request (the "Original Requesting Holder") and by the holders of such Holder’s Registrable Securities in a Registration pursuant who make requests to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, AROC within five (5) 15 days after the receipt giving of the aforesaid notice by AROC (each of the Holder foregoing an "Other Requesting Holder") and as would permit or facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in any such request; provided, however, that AROC shall not be obligated to take any action to effect a Requested Registration or any related qualification or compliance pursuant to this Section 3: (i) if the Requesting Holders do not request to include in such registration Registrable Securities (issued or issuable on exercise of the Warrants) having an aggregate Current Adjustment Price (as defined in the Warrants), determined as of the date of the notice from HoldCo. Upon receipt by HoldCo the Original Requesting Holder under Section 3.01(a) of any such written notification from a Demand Requesting Holder(s(A) to HoldCo, such Demand Requesting Holder(sat least $750,000 for the holders' first Requested Registration or (B) at least $250,000 for the holders' second Requested Registration; (ii) if AROC shall be entitled to have their already effected two Requested Registrations on behalf of the holders of Registrable Securities included in a Registration pursuant to this Section 3.01, each of which Requested Registrations (A) has been declared or ordered effective (including without limitation qualification under or other compliance with state blue sky or securities laws requested) and which effectiveness has not been suspended or stopped by any governmental or judicial authority, and (B) remains continuously effective for a Demand Registration and HoldCo shall effectperiod of time not less than the Effective Period; or (iii) if, as soon thereafter as practicable, but not more than thirty (30) within 30 days immediately after HoldCo’s receipt of the Demand Registrationinitial request of the Original Requesting Holder pursuant to this Section 3.01, AROC shall elect to include in such registration Common Stock for its own account, whereupon AROC shall notify each Requesting Holder that AROC has elected to effect a Piggyback Registration and shall thereafter diligently proceed to do so, including therein the Registration of all Registrable Securities requested as to which notice was given by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; providedthis Section 3.01, but subject to the limitations set forth in Section 2(b)(i) (it being understood, however, that HoldCo such registration shall not be deemed to be a Requested Registration for the purposes of Sections 3.01(a)(ii) or 3.01(c)). (iv) Notwithstanding the foregoing, (A) AROC shall not be obligated to effect any Registration under a registration pursuant to this subsection 2.1.1 if Section 3 during the Demanding Holders period starting with the date 60 days prior to AROC's good faith estimated date of filing of, and Demand Requesting Holders propose ending on a date 120 days following the effective date of, a registration statement pertaining to sell Registrable Securities with aggregate proceeds an underwritten public offering of less than $10,000,000; providedsecurities for the account of AROC, furtherprovided that AROC is at all times during such period diligently pursuing such registration, that in no event (B) AROC shall HoldCo not be obligated to effect a registration of Registrable Securities pursuant to this Section 3 pursuant to any request of Holders of Registrable Securities if such request is received after the receipt by AROC of a request for registration pursuant to one of the Registration Agreements, and any such registration pursuant to this Section 3 would likely result in a registration statement being declared effective prior to the date that is 90 days after the effective date of any such registration effected pursuant to the Registration Agreement, and (C) AROC shall not be obligated to effect a registration pursuant to this Section 3 and shall have the right to defer such filing for a period of not more than three 120 days after receipt of the request of holders of Registrable Securities, if AROC shall furnish to such holders a certificate signed by the President of AROC stating that in the good faith judgment of the Board of Directors of AROC, it would be seriously detrimental to AROC and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement; provided, however, that, subject to the limitation set forth in the proviso in Section 3.01(a)(ii), if AROC shall no longer be eligible to effect a Short-Form Requested Registration following the deferral of registration pursuant to this paragraph, then the holders of Registrable Securities shall, subject to Section 3.01(a)(ii), be entitled to a Long-Form Requested Registration for each such deferral. (3v) demand registrations If at any time after the holders' initial Requested Registration, a request of the holders of Registrable Securities for a Requested Registration shall be denied by AROC solely because the aggregate Current Adjustment Price of such Registrable Securities sought to be included in such registration is below the requisite dollar amount specified in Section 3.01(a)(i)(B), then at the election of the holders of a majority of the then outstanding Registrable Securities, and in exchange for the right of the holders to request a second Requested Registration under this sectionSection 3, the holders shall be entitled to convert their Registrable Securities represented by Warrants (having an aggregate Current Adjustment Price for all holders of not more than $250,000) pursuant to Section 12 of the Warrant. (b) If a Requested Registration becomes a Cutback Registration and the number of shares of Registrable Securities actually sold in such Requested Registration is not at least a majority of the number of shares of Registrable Securities requested to be included in such registration, then (A) such Requested Registration shall not be deemed to be a Requested Registration for the purposes of Section 3.01(a)(ii); and (B) notwithstanding that such Requested Registration is a Cutback Registration, AROC shall continue to use its best efforts diligently to comply with all its obligations (including without limitation payment of expenses) under this Agreement with respect to such Requested Registration. The registration statement filed pursuant to the request of holders of Registrable Securities may, subject to the provisions of Section 3.01(c), include other shares of Common Stock of AROC, which are held by persons who, by virtue of agreements with AROC, are entitled to include their securities in any such registration, and AROC shall have the right to include shares of Common Stock in such registration for its own account as provided therein. (c) If a Requested Registration becomes a Cutback Registration, the number of Common Stock to be included in the underwriting or registration shall be allocated first to the holders of Registrable Securities and the Electing Holders (pro rata, based on the number of Registrable Securities requested by each such holder to be included therein), second to AROC and thereafter to any other holders requesting inclusion in the registration on the basis of the number of shares each other requesting holder requests be included bears to the total number of shares of all other holders of Common Stock that have been requested be included in such registration. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from AROC, the underwriter, or the holders of Registrable Securities. The securities so excluded shall also be withdrawn from registration.

Request for Registration. Subject to the provisions of subsection Section 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the Closing Date, each of (i) the CBRG Sponsor or (ii) the Company Shareholders Original Holders holding at least a majority 30% in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders the Original Holders (as including the case may beSponsor), (ii) ▇▇▇▇▇▇ Holdings, (iii) ▇▇▇▇▇ ▇▇▇▇▇▇ Management, and (iv) ▇▇▇▇▇ ▇▇▇▇▇▇ (such New Holders or such Original Holders the “Demanding Holders”), may each make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo BAC shall, within forty-five ten (4510) days of HoldCoBAC’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCoBAC, in writing, within five ten (510) days after the receipt by the Holder of the notice from HoldCoBAC. Upon receipt by HoldCo BAC of any such written notification from a Demand Requesting Holder(s) to HoldCoBAC, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo BAC shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCoBAC’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo BAC be obligated to effect more than an aggregate of three (3) Demand Registrations pursuant to this Section 2.1.1, including one Registration Demand by the Sponsor and two demand registrations under for ▇▇▇▇▇▇ Holdings, ▇▇▇▇▇ ▇▇▇▇▇▇ Management and ▇▇▇▇▇ ▇▇▇▇▇▇; provided, however, that an Underwritten Offering pursuant to a Demand Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Registration Statement have been sold, in accordance with Section 3.1 of this sectionAgreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least Holders of a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by all the Initial Stockholders, officers or directors of the Company Shareholders or their affiliates, or the transferees of the Initial Stockholders, or (as the case may be, ii) Cantor or its designees (the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effectthe Company shall, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such the Demand Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that HoldCo the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be obligated required to effect any file such Registration under this subsection 2.1.1 if Statement until it is so qualified. Under no circumstances shall the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at any time and from time to time (but subject to Article V), each of (i) After the CBRG Sponsor or (ii) the Company Shareholders holding at least Closing, Holders of a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as of the case may be, the “Demanding Holders”), Holders may make up to two written requests for a written demand for Demand Registration of all or any part of the Registrable Securities held by the Holders; provided that (A) each such Demand Registration by the Holders must be in respect of Registrable Securities with a fair market value of at least $3,000,000 on the date such request is made or all of the Registrable Securities held by the requesting Holders if the aggregate fair market value of all of such Registrable Securities is less than $3,000,000 and (B) the Holders shall not be entitled to a Demand Registration if, during the 120 days preceding such request, the Holders had requested a Demand Registration, unless the Company preempted such Demand Registration in accordance with Section 2.1(e) or the Company postponed the filing thereof in accordance with Section 3.1(a) and the requesting Holders withdrew the request for such Demand Registration. Notwithstanding the foregoing, the Holders shall not be entitled to make a Demand Registration while the Initial Holder is either the chief executive officer or a director of the Company. (ii) Any request for a Demand Registration will specify the aggregate number of shares of Registrable Securities proposed to be sold by the Requesting Holders and will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Agreement or the inability of the Requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in the event the Requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), then, subject to Section 2.1(b), such Demand Registration shall be deemed to have been effected; provided that (i) if the Demand Registration does not become effective because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the written request made by the Requesting Holders, (ii) if the Company withdraws the Demand Registration for any reason or preempts the request for the Demand Registration, (iii) if, after the Demand Registration has become effective, an offering of Registrable Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court or (iv) if the Demand Registration is withdrawn at the request of the Requesting Holders pursuant to Section 2.1(f) or Section 3.1(a), then the Demand Registration shall not be deemed to have been effected and will not count as a Demand Registration. (iii) Upon receipt of any request for a Demand Registration by holders of a majority of the Registrable Securities held by all of the Holders, the Company shall promptly (but in any event within 10 days) give written notice of such proposed Demand Registration to all other Holders and all such Holders shall have the right, exercisable by written notice to the Company within 20 days of their receipt of the Company's notice, to elect to include in such Demand Registration such portion of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at as they may request. All such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled requesting to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo in accordance with the preceding sentence shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt be deemed to be "Requesting Holders" for purposes of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionSection 2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, (a) Upon receipt at any time and of a written request from time to time (but subject to Article V), each of (i) the CBRG Sponsor one or (ii) the Company Shareholders holding at least a majority in interest more of the then-outstanding number Holders of Registrable Securities held by all that the Company Shareholders (as the case may beregister Registrable Securities, the “Demanding Holders”Company shall, within 10 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Section 2(b), may make a written demand for Registration use its best efforts to effect as soon as practicable, and in any event within 90 days of the receipt of such request, to register all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe that the amount and type of securities Holders request to be included in such Registration and registration within 20 days of the intended method(s) mailing of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt notice by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand RegistrationCompany; provided, however, that HoldCo the Company shall not be obligated to take any action to effect any Registration under such registration, qualification or compliance pursuant to this subsection 2.1.1 if Section 2(a): (i) If the Demanding Holders and Demand Requesting Holders together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities with at an aggregate proceeds price (estimated in good faith) to the public (net of any underwriters' discounts or commissions) of less than $10,000,00020,000,000. (ii) If the Company has, within the 12-month period preceding the date of such request, already effected two registration statements for the Holders pursuant to this Section 2(a) and such registrations have been declared or ordered effective; (iii) If the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2(a) shall be deferred for a period not to exceed 30 days from the date of receipt of written request from the Holders; provided, furtherhowever, that in no event shall HoldCo be obligated to effect the Company may not utilize this right more than three once in any 12-month period; or (iv) The Company, within the 60-day period preceding the date of such request, has effected a registration of securities in which the Holders of Registrable Securities requesting registration pursuant to this Section 2(a) were entitled to participate to the fullest extent they desired pursuant to Section 3. (b) demand registrations under If the Holders initiating the registration request hereunder (the "Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this sectionSection 2 and the Company shall include such information in the written notice referred to in Section 2(a). The underwriter will be selected by the Initiating Holders holding a majority of the Registrable Securities to be registered (a "Majority-in-Interest" of the Holders) and shall be reasonably acceptable to the Board of Directors of the Company. In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a Majority-in-Interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 5(e)) enter into an underwriting agreement in usual and customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) In the event of an underwritten registration pursuant to this Section 2, the Company, if requested by a Majority-In-Interest of the Initiating Holders, shall agree not to, and shall cause its executive officers and directors not to, effect any public sale or distribution of the Common Stock of the Company or similar securities or securities convertible into, or exchangeable or exercisable for, Common Stock during the 180-day period following the effective date of a Registration Statement relating to a public offering of Registrable Shares if the managing underwriter or underwriters determine such public sale or distribution would have a material adverse effect on such offering. 3.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereofSection 2.4, at any time and from time to time (but subject to Article V), each of on or after (i) the CBRG Sponsor one (1) month anniversary of the Closing Date with respect to the Private Units (or underlying Company Shares) or Working Capital Units (or underlying Company Shares), (ii) three months prior to the Company Shareholders holding at least Release Date with respect to Initial Shares or (iii) nine months after the Closing date with respect to the Merger Consideration Shares, the holders of a majority in interest of all of the then-outstanding number of Existing Registrable Securities held by all or the Merger Consideration Shares, calculated on an as-converted to Company Shareholders (as the case may be, the “Demanding Holders”)Shares basis, may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities, as the case may be, that are not currently registered (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities on Form S-3 (or, if Form S-3 is not available proposed to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, The Company will notify all other Holders holders of Registrable Securities of such demandthe demand within twenty (20) days following receipt of any request for a Demand Registration, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder demanding to include shares of such Holder’s Registrable Securities in such Registrationregistration, a “Demand Requesting Demanding Holder”) shall so notify HoldCo, in writing, the Company within five fifteen (515) days after the receipt by the Holder holder of the notice from HoldCothe Company. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCorequest, such Demand Requesting Holder(s) the Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo provisos set forth in Section 3.1.1. The Company shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than two (2) Demand Registration in any one (1) year period or more than an aggregate of three (3) demand registrations Demand Registrations for any Registrable Securities under this sectionSection 2.1.1 except that Escrow Shares that are then Registrable Securities following their release to their holders may have one (1) Demand Registration.

Request for Registration. Subject to the provisions contained in this Section 2.1, beginning on the date on which the Company is a registrant entitled to use Form S-3 of subsection 2.1.4 hereofthe Commission (or any successor form thereto) to offer outstanding securities for the account of the Holders, one or more Holders of at any time and least 30% of the Registrable Securities then outstanding (each, a “Requesting Holder”) may, from time to time time, request in writing (but subject to Article V), each of (ia “Demand Request”) the CBRG Sponsor or (ii) that the Company Shareholders holding at least effect the registration under the Securities Act of a majority in interest of the then-outstanding specified number of Registrable Securities held by all Company Shareholders (as the case may beRequesting Holders, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and specifying the intended method(s) method of distribution thereof if other than pursuant to an underwritten offering (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, furtherhowever, that the Company will in no event shall HoldCo be obligated required to effect more than three (3) demand Demand Registrations in total; provided, further that the Company will in no event be required to effect more than one (1) Demand Registration in any 12-month period; provided, further, that the Company will not be obligated to take any action to effect any Demand Registration within 90 days immediately following the effective date of any registration statement pertaining to an underwritten public offering of equity securities of the Company for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan). The Company shall cooperate with the Holders in order to facilitate communications among such Holders solely for the purpose of obtaining the consent of a sufficient number of Holders to request a Demand Registration pursuant to the first sentence of this Section 2.1, including by providing a list of securityholders of the Company with their respective ownership of Registrable Securities and contact information, which shall be used solely for purposes of this Agreement. Upon receipt of a Demand Request, the Company will cause to be included in a registration statement on an appropriate form under this sectionthe Securities Act, filed with the Commission as promptly as reasonably practicable but in any event not later than 90 days after receiving a Demand Request (the “Required Filing Date”), such Registrable Securities as may be requested by such Requesting Holders in their Demand Request together with any other Registrable Securities of the same class as requested by Joining Holders joining in such request pursuant to Section 2.2 hereof. The Company shall use its reasonable best efforts to cause any such registration statement to be declared effective by the Commission as promptly as practicable after such filing but in any event not later than 150 days following the date of the Demand Request.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at any time Section 2.2.4 and from time to time (but subject to Article V), each of (i) the CBRG Sponsor or (ii) Section 3.4 and provided that the Company Shareholders does not have an effective Registration Statement pursuant to Section 2.1 covering Registrable Securities, Holders holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on (a) Form S-3 (orF-1, if Form S-3 or such other form of registration statement as is not then available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration effect a registration for resale of such Registrable Securities, covering such Registrable Securities for resale by such Demanding Holdersor (b) if available, Form F-3, which in the case of either clause (a) or (b), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) methods of distribution thereof (such written demand a “Demand Registration”)) provided that such Holders reasonably expect to sell Registrable Securities yielding aggregate gross proceeds in excess of the Minimum Amount. HoldCo The Company shall, within forty-five ten (4510) business days of HoldCofollowing the Company’s receipt of the a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) business days after the receipt by the Holder of the notice from HoldCothe Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) Holder to HoldCothe Company, subject to Section 2.2.4 below, such Demand Requesting Holder(s) Holder shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effectfile, as soon thereafter as practicable, but not more than thirty forty-five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, and the Company shall use reasonable best efforts to effect the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo Registration as soon as practicable. The Company shall not be obligated to effect more than (i) an aggregate of three (3) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Sponsor and other SPAC Holders (and their respective Permitted Transferees), as a group, and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Filament Holders (and their Permitted Transferees), as a group, in each case under Section 2.1.4 or this Section 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration under this subsection 2.1.1 if shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and Demand the Requesting Holders propose (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) to sell Registrable Securities be registered on behalf of the Demanding Holders and the Requesting Holders (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) in such Registration have been sold, in accordance with aggregate proceeds Section 3.1 of less than $10,000,000; providedthis Agreement. Notwithstanding anything to the contrary in this Agreement, furtherthe IPO Underwriters may demand an Underwritten Offering pursuant to Section 2.1.4 or this Section 2.2.1 on only one (1) occasion and only during the period commencing on the date of this Agreement and ending on August 12, that in 2026, and, thereafter, will no event shall HoldCo be obligated to effect more than three (3) demand registrations longer have any rights under Section 2.1.4 or this sectionSection 2.2.1.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereofSection 2.4, at any time and from time to time (but subject to Article V)after the Closing Date, each of (i) the CBRG Sponsor or (ii) the Company Shareholders Investors holding at least a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), then issued and outstanding may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available a “Demand Registration”). Any demand for a Demand Registration shall specify the number of Registrable Securities proposed to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration sold and the intended method(s) of distribution thereof thereof. Within thirty (such written demand a “Demand Registration”). HoldCo shall, within forty-five (4530) days of HoldCo’s following receipt of the any request for a Demand Registration, notify, in writing, Pubco will notify all other Holders of Investors holding Registrable Securities of such the demand, and each Holder of Investor holding Registrable Securities who thereafter wishes to include all or a portion of such HolderInvestor’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion Investor including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Demand Requesting Demanding Holder”) shall so notify HoldCo, in writing, Pubco within five fifteen (515) days after the receipt by the Holder Investor of the notice from HoldCoPubco. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCorequest, such Demand Requesting Holder(s) the Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.1.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo provisos set forth in Section 3.1.1. Pubco shall not be obligated to effect any Registration more than an aggregate of three (3) Demand Registrations under this subsection Section 2.1.1 if in respect of all Registrable Securities. Notwithstanding anything in this Section 2 to the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; providedcontrary, further, that in no event Pubco shall HoldCo not be obligated to effect more than three a Demand Registration, (3i) demand registrations under if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with respect to the Registrable Securities pursuant this sectionSection 2.1 or (iii) during any period (not to exceed one hundred eighty (180) days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration would cause Pubco to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at At any time and from time to time (but after the expiration of any lock-up to which an Investor is subject, and subject to Article V)compliance by such Investor with Section 3.4, each so long as there is not then an effective Resale Shelf Registration Statement available for the resale of Registrable Securities pursuant to Section 2.1, (i) the CBRG Sponsor or Sponsor, (ii) the Company Shareholders holding at least Sponsor Parties who hold a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders Sponsor Parties or (as iii) the case may be, the “Demanding Holders”), Target Parties may make a written demand for Registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-3 (S-1 or any similar long-form Registration or, if Form S-3 is not available to be used by HoldCo at such timethen available, on Form S-1 or another appropriate form permitting S-3. Each registration requested pursuant to this Section 2.2.1 is referred to herein as a “Demand Registration”. Any demand for a Demand Registration shall specify the number of such shares of Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities proposed to be included in such Registration sold and the intended method(s) of distribution thereof (such written demand a “Demand Registration”)thereof. HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, The Company will notify all other Holders Investors that are holders of Registrable Securities of such the demand, and each Holder such holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Demand Requesting Demanding Holder”) shall so notify HoldCo, in writing, the Company within five (5) fifteen days after the receipt by the Holder holder of the notice from HoldCothe Company. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCorequest, such Demand Requesting Holder(s) the Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.2.4 and the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo proviso set forth in Section 3.1.1. The Company shall not be obligated to effect effect: (a) more than one Demand Registration during any three-month period; (b) any Demand Registration under this subsection 2.1.1 if at any time there is an effective Resale Shelf Registration Statement on file with the Demanding Holders and Commission pursuant to Section 2.1; or (c) more than three Underwritten Demand Requesting Holders propose to sell Registrations in respect of all Registrable Securities with aggregate proceeds held by the Sponsor Parties, each of less than $10,000,000; provided, further, that in no event which will also count as an Underwritten Takedown of the Sponsor Parties under Section 2.1.5(b)(ii). The Company shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionoffer an unlimited number of Underwritten Demand Registrations in respect of the Registrable Securities held by the Target Parties.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereofand in accordance with this Agreement, at any time and from time to time (but subject to Article V)on or after the applicable Release Date, each the holders of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest 50% of the then-outstanding number of then Registrable Securities held by all Company Shareholders (as the case may be, Investors or the “Demanding Holders”)transferees of the Investors, may make a written demand for Registration registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable Securities proposed to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration sold and the intended method(s) of distribution thereof thereof. The Company will notify all other holders of demand registration rights and the Underwriters party to the Underwriter Registration Rights Agreement (such written demand a the “Demand RegistrationIPO Underwriter”). HoldCo shall, within forty-five ) (45so long as said IPO Underwriter shall hold Registrable Securities as defined in the Underwriter Registration Rights Agreement) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder holder of Registrable Securities who thereafter wishes to include all or a portion of such Holderholder’s Registrable Securities in a Registration pursuant to a the Demand Registration (each such Holder that includes all or a portion holder including shares of such Holder’s Registrable Securities in such Registrationregistration, a “Demand Requesting Demanding Holder”) shall so notify HoldCo, the Company in writing, writing within five fifteen (515) days after the receipt by the Holder holder of the notice from HoldCothe Company. An election by an IPO Underwriter to become a Demanding Holder hereunder shall be deemed an exercise of its demand right pursuant to the Underwriter Registration Rights Agreement provided that all of the Registrable Securities held by the IPO Underwriter are included in such registration. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCorequest, such Demand Requesting Holder(s) the Demanding Holders shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration under this Section 2.1.1 in respect of all Registrable Securities requested by Securities. In addition, the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo Company shall not be obligated to effect any Demand Registration under this subsection Section 2.1.1 if if, within 20 days of receipt of a written demand for a Demand Registration, the Demanding Holders and Demand Requesting Holders propose Company agrees to sell purchase the Registrable Securities with aggregate proceeds from the requesting Holders, in the case of less than $10,000,000; providedthe Warrants, furtherat a price equal to the difference between the exercise price of the Warrants and the current Market Value on the date of the Demand Request and in the case of the Common Stock, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionat the Current Market Value on the date of the Demand Request.

Request for Registration. Subject to (a) Commencing on the provisions date which is one year days after the completion of subsection 2.1.4 hereof, at any time and from time to time the IPO (but subject to Article Vthe "EFFECTIVE DATE"), each any Holder or Holders of Registrable Shares shall have the right on five (i5) the CBRG Sponsor or (ii) occasions to require the Company Shareholders holding at least to file a majority in interest of registration statement on Form S-1 or S-3 or any similar or successor to such forms under the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make Act for a written demand for Registration public offering of all or part of its or their Registrable Securities on Form S-3 Shares (ora "DEMAND REGISTRATION"), by delivering to the Company written notice stating that such right is being exercised, naming, if Form S-3 is not available to be used by HoldCo at such timeapplicable, on Form S-1 or another appropriate form permitting Registration of such the Holders whose Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities Shares are to be included in such Registration and registration (collectively, the "DEMANDING SHAREHOLDERS"), specifying the number of each such Demanding Shareholder's Registrable Shares to be included in such registration and, subject to SECTION 2.1.3 hereof, describing the intended method(s) method of distribution thereof (such written demand a “"DEMAND Request"). (b) Each Demand Registration”)Request shall specify the aggregate number of Registrable Shares proposed to be sold. HoldCo shallSubject to SECTION 2.1.6, the Company shall file the registration statement in respect of a Demand Registration as soon as practicable and, in any event, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to after receiving a Demand Registration Request (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”the "REQUIRED FILING DATE") and shall so notify HoldCo, in writing, within five (5) days after use reasonable best efforts to cause the receipt same to be declared effective by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any SEC as promptly as practicable after such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registrationfiling; provided, that HoldCo however, that: (i) the Company shall not be obligated to effect any a Demand Registration under pursuant to SECTION 2.1.1(a) within 90 days after the effective date of a previous Demand Registration, other than a Shelf Registration pursuant to this subsection 2.1.1 if ARTICLE 2; (ii) the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event Company shall HoldCo not be obligated to effect a Demand Registration pursuant to SECTION 2.1.1 (a) unless the Demand Request is for a number of Registrable Shares with a market value that is equal to at least 7.5 million as of the date of such Demand Request; and (iii) the Company shall not be obligated to effect pursuant to SECTION 2.1.1(a) (A) more than three one Demand Registration during the first 12 months following the Effective Date or (3B) demand registrations under this sectionmore than one Demand Registration during any 12-month period thereafter.

Request for Registration. Subject to the provisions of subsection 2.1.4 2.2.5 and Sections 2.4 and 3.4 hereof, at any time and from time to time (but subject to Article V)on or after the Closing Date, each the Holders of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders the Holders (as the case may be, the “Demanding Holders”), ) may make a written demand for Registration of all or part of their Registrable Securities on (i) Form S-3 (orF-1, if Form S-3 or such other form of registration statement as is not then available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration effect a registration for resale of such Registrable Securities, covering such Registrable Securities for resale by such Demanding Holdersor (ii) if available, Form F-3, which in the case of either clause (i) or (ii), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”); provided, however, that the Sponsor shall have one Demand Registration, exercisable in its sole discretion, to register all or part of its Registrable Securities. HoldCo In addition, the Company shall, within forty-five (45) days of HoldCopromptly following the Company’s receipt of the a Demand Registration, notify, in writing, writing all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such HolderH▇▇▇▇▇’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, subject to subsection 2.2.4 below, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . The Company shall not be obligated to effect more than (x) one (1) Registration pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by the Sponsor and (y) an aggregate of three (3) Registrations pursuant to a Demand Registration or a Shelf Underwritten Offering initiated by any Registration other Holders, in each case under subsection 2.1.3 or this subsection 2.1.1 if 2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and Demand the Requesting Holders propose to sell Registrable Securities be registered on behalf of the Demanding Holders and the Requesting Holders in such Registration have been sold, in accordance with aggregate proceeds Section 3.1 of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionAgreement.

Request for Registration. Subject to the provisions of subsection subsections 2.1.4 , 2.1.6 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)time, each of either (i) one or more Holders (other than the CBRG Sponsor Sponsor, October 3rd or either of their affiliates or transferees), (ii) the Company Shareholders holding at least a majority Sponsor or its affiliates or transferees, or (iii) October 3rd or its affiliates or transferees in interest either case of the then-outstanding number of clause (i), (ii), or (iii) representing Registrable Securities held by all Company Shareholders (as with a total offering price reasonably expected to exceed, in the case may beaggregate, the “Demanding Holders”), Minimum Demand Threshold may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration” and such persons making such written demand, the “Demanding Holders”). HoldCo The Company shall, within forty-five (455) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five three (53) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo . Under no circumstances shall not the Company be obligated to effect any more than an aggregate (x) of three (3) Registrations pursuant to a Demand Registration initiated by one or more Holders (other than the Sponsor, October 3rd or either of their affiliates or transferees), (y) of two (2) Registrations pursuant to a Demand Registration initiated by the Sponsor or its affiliates or transferees and (z) of two (2) Registrations pursuant to a Demand Registration initiated by October 3rd or its affiliates or transferees, in each case under this subsection 2.1.1 if with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time has become effective and all of the Demanding Holders and Demand Registrable Securities requested by the Requesting Holders propose to sell Registrable Securities be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with aggregate proceeds Section 3.1 of less than $10,000,000this Agreement; provided, further, that in no event an Underwritten Shelf Takedown shall HoldCo not count as a Demand Registration; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration. For the avoidance of doubt, each of (i) the Holders of a majority-in-interest of the Registrable Securities held by the Holders, (ii) the Sponsor and (iii) October 3rd shall be obligated permitted to effect more than three (3) demand registrations under exercise a Demand Registration pursuant to this sectionsubsection 2.1.1 with respect to their Registrable Securities.

Request for Registration. Commencing on the 91st day after the Effective Date and ending on the second anniversary of the Effective Date, any one or more of the Stockholders may request (collectively, the Requesting Stockholders, which term shall include parties deemed Requesting Stockholders pursuant to Section 2(b)(vi) hereof) in writing (a Demand Request ), that the Company effect (1) the registration under the Securities Act of that number of Shares (including Shares issuable upon exercise of Warrants) requested and owned by the Requesting Stockholders (a Demand Common Stock Registration ) or (2) the registration under the Securities Act of that principal amount of New Notes requested and owned by the Requesting Stockholders (a Demand New Notes Registration and, together with the Demand Common Stock Registrations, the Demand Registrations ). Notwithstanding anything to the contrary set forth in this Agreement, the Company shall in no event be required to effect, in the aggregate with respect to all of the Stockholders, more than two Demand Common Stock Registrations or more than one Demand New Notes Registration; provided that, if any Registrable Securities requested to be registered pursuant to a Demand Request under this Section 2(b)(i) are excluded from a registration pursuant to Section 2(b)(iv) below, the Requesting Stockholders shall have the right, with respect to each such exclusion, to one additional Demand Registration under this Section 2(b)(i) with respect to such excluded Registrable Securities. Subject to Section 2(b)(v), the provisions Company shall file with the Commission, within 60 days after receiving a Demand Request (the Required Filing Date ), a registration statement on an appropriate form under the Securities Act providing for the sale or distribution of subsection 2.1.4 hereofthose Registrable Securities subject to the Demand Registration, and shall thereafter use reasonable commercial efforts to cause the same to be declared effective by the Commission as promptly as practicable after such filing. Notwithstanding anything to the contrary set forth in this Agreement, (1) no Stockholder may make a Demand Request or participate in a Demand Registration unless, at any the time and from time to time thereof, (but subject to Article V), each of (ia) the CBRG Sponsor or (ii) the Company Shareholders holding such Stockholder owns at least a majority in interest 10% of the then-outstanding number shares of Registrable Securities held by all Common Stock with respect to a Demand Common Stock Registration or at least 10% in aggregate principal amount of the then-outstanding New Notes with respect to a Demand New Notes Registration or (b) certifies in writing to the Company Shareholders (as the case that such Stockholder may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available be deemed to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt an affiliate of the Company under the Securities Act; (2) the Company shall not be required to effect any Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand any registration statement other than the Shelf Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after Statement at any time when the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall Shelf Registration Statement is effective and may be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to used for such Demand Registration; provided, that HoldCo and (3) the Company shall not be obligated required to effect any Demand Registration of an offering and sale that can otherwise be effected in compliance with Rule 144 under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionAct.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V), each of (i) on or after the CBRG Sponsor or (ii) date the Company Shareholders holding at least consummates the initial Business Combination with respect to the Registrable Securities other than the Founder Shares, the Holders of a majority in majority-in-interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (Securities, as the case may be, held by the “Demanding Holders”), officers or directors of the Company or their affiliates, or the transferees of the Holders, may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five twenty (4520) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo the Company shall effect(i) file a Registration Statement in respect of all Registrable Securities requested by the Requesting Holder(s) pursuant such Demand Registration, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, and (ii) shall effect the Registration of all Registrable Securities requested by registration thereof as soon as practicable thereafter. Under no circumstances shall the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time (but subject to Article V)on or after the date the Company consummates the Business Combination, each of (i) the CBRG Sponsor or (ii) the Company Shareholders holding at least Holders of a majority in majority-in-interest of the then-then outstanding number of Registrable Securities held by all the Sponsor, officers or directors of the Company Shareholders or their affiliates, or the transferees of the foregoing or (as the case may be, ii) Cantor or its designees (the “Demanding Holders”), may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders)Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo The Company shall, within forty-five ten (4510) days of HoldCothe Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCothe Company, in writing, within five (5) days Business Days after the receipt by the Holder of the notice from HoldCothe Company. Upon receipt by HoldCo the Company of any such written notification from a Demand Requesting Holder(s) to HoldCothe Company, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effectthe Company shall, as soon thereafter as practicable, but not more than thirty forty five (3045) days immediately after HoldCothe Company’s receipt of the Demand Registration, the file a Registration of Statement on Form S-1 or any similar long-form registration statement that may be available at that time (“Form S-1”) with respect to all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such the Demand Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter; provided, however, that HoldCo the Company may use a Registration Statement on Form S-3 or any successor form thereto if the Company would qualify to use such form within 30 days after the date on which the initial demand request is given and the Company shall not be obligated required to effect any file such Registration under this subsection 2.1.1 if Statement until it is so qualified. Under no circumstances shall the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo Company be obligated to effect more than an aggregate of three (3) demand registrations Registrations pursuant to a Demand Registration under this sectionsubsection 2.1.1 with respect to any or all Registrable Securities, including the one (1) Demand Registration on behalf of Cantor; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Demand Registration have been sold in accordance with Section 3.1 of this Agreement.

Request for Registration. Subject to (i) From and after the provisions of subsection 2.1.4 hereof, at any time and from time to time (but subject to Article V), each earlier of (i) the CBRG Sponsor 180 days following a Qualified Public Offering or (ii) the Company Shareholders holding effective date of a shelf registration statement with respect to the resale of shares of Common Stock sold pursuant to a private offering of Common Stock, any (a) Sponsor Demand Holder, assuming such Sponsor Demand Holder holds in the aggregate at least a majority in interest 5% of the thenCompany’s Fully-outstanding number Diluted Common Stock, or (b) any Non-Sponsor Demand Holder, assuming all Non-Sponsor Demand Holders collectively hold in the aggregate at least 5% of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”)Company’s Fully-Diluted Common Stock, may make a written demand request of the Company (a “Demand Request”) to have the Company effect a registration under the Securities Act (a “Demand Registration”) for Registration the sale of all or part of their Registrable Securities. Following receipt of such Demand Request, the Company shall be required to use commercially reasonable efforts to effect such Demand Registration subject to the terms hereof; provided that the Registrable Securities on Form S-3 (or, if Form S-3 is not available proposed to be used offered by HoldCo the Requesting Holders in any such Demand Request must have a reasonably anticipated aggregate offering price of at such timeleast $20,000,000 net of underwriting discounts and commissions; and provided further that (x) each of StepStone/Citi and Energy Spectrum shall be entitled to make no more than three Demand Requests pursuant to the foregoing provisions and (y) subject to paragraph (b) below, on Form S-1 or another appropriate form permitting Registration the Non-Sponsor Demand Holders (regardless of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included whether certain Non-Sponsor Demand Holders do not participate in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(sRequest) shall be entitled to have their Registrable Securities included make no more than two Demand Requests in a Registration the aggregate pursuant to a Demand Registration the foregoing provisions; and HoldCo shall effectprovided further that, as soon thereafter as practicable, but not more than thirty with respect to clauses (30x) days immediately after HoldCo’s receipt of the Demand Registrationand (y) above, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo Company shall not be obligated to effect more than one Demand Registration at the request of any Registration of the Demand Holders in any six-month period. After such time as the Company shall become eligible to use Form S-3 (or comparable form) for the registration under the Securities Act of any of its securities, any Demand Request by a Sponsor Holder with a reasonably anticipated aggregate offering price of at least $50,000,000 may be for a “shelf” registration pursuant to Rule 415 under the Securities Act; provided that if a Sponsor Holder requests that any such “shelf” registration statement remain effective for a period in excess of two years, such “shelf” registration shall count as two Demand Requests for the purposes of this subsection 2.1.1 if Section 2.1(a). (ii) Each Demand Request shall specify the Demanding Holders and Demand Requesting Holders propose to sell number of shares of Registrable Securities with aggregate proceeds of less than $10,000,000; providedproposed to be sold. Subject to Section 2.3(c), further, that in no event the Company shall HoldCo be obligated use its commercially reasonable efforts to file under the Securities Act a registration statement on an appropriate form to effect more than three the Demand Registration within 45 days if eligible to use Form S-3, otherwise within 75 days if not so eligible to use Form S-3, after receiving a Demand Request (3the “Required Filing Date”) demand registrations under this sectionand shall use its commercially reasonable efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereof, at any time and from time to time (but subject to Article V), each of (i) At any time, any Holder or Holders (the CBRG Sponsor or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding "Requesting Holders”"), may make request the Company, in writing (a written demand for Registration "Demand Request"), to effect the registration under the Securities Act of all or part of its or their Registrable Securities on Form S-3 Shares (or, if Form S-3 is not available to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “"Demand Registration”"). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, however, that HoldCo shall not the aggregate market value (based on the current market price of the Common Stock on the date the Company receives the Demand Request) of the Registrable Shares to which such Demand Request relates must be obligated at least: (i) $1,000,000, or (ii) in the event that the Demand Registration is to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose be effected pursuant to sell Registrable Securities with aggregate proceeds of less than an underwritten offering, $10,000,0005,000,000; provided, further, that Holders may make only one such Demand Request in no event any six month period. (ii) The Company shall HoldCo be obligated effect such Demand Registration on Form S-3 promulgated under the Securities Act or any successor form thereto; provided, however, that, if at any time, the Company is not eligible to register securities on Form S-3 or such successor form, such Requesting Holder shall have the right to require the Company to effect more than the proposed Demand Registration on Form S-1 promulgated under the Securities Act or any successor form thereto. Notwithstanding the foregoing, the Holders and the Company agree that any Demand Registration hereunder may be effected by the Company by filing a prospectus supplement pursuant to the "shelf" registration statement on Form S-3, as amended, originally filed by the Company with the SEC on June 29, 2001 (the "Shelf Registration Statement," and any prospectus supplement thereto filed in connection with a Demand Registration, a "Prospectus Supplement"). (iii) Each Demand Request shall specify the number of Registrable Shares proposed to be sold. If the Requesting Holders intend to distribute the Registrable Shares covered by their request by means of an underwritten offering, they shall so advise the Company as part of their Demand Request, and the right of any Holder or Permitted Third-Party Holder to include Registrable Shares in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's or Permitted Third-Party Holder's Registrable Shares in the underwriting. All Holders and Permitted Third-Party Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting in accordance with Section 1.1(c). (iv) Subject to Section 1.1(f), the Company shall file the Demand Registration within ninety (90) days after receiving a Demand Request (the "Required Filing Date") and shall use its reasonable best efforts to cause the same to be declared effective by the SEC as promptly as reasonably practicable after such filing; provided, however, that the Company need effect only an aggregate of three (3) demand registrations Demand Registrations pursuant to Demand Requests made pursuant to this Section 1.1(a) only one (1) of which is required to be an underwritten offering; and provided further, that if the Company is not eligible to register securities on Form S-3 or any successor form thereto, the Company need only affect an aggregate of two (2) Demand Registrations on Form S-1 or any successor form thereto pursuant to Demand Requests made pursuant to this Section 1.1(a) only one (1) of which is required to be an underwritten offering. The Company shall not be required to effect a registration pursuant to Section 1.1(a) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under this sectionthe Securities Act.

Request for Registration. Subject to the provisions of subsection 2.1.4 hereofEligible Holders, at any time and from time to time (but subject to Article V), each of (i) the CBRG Sponsor individually or (ii) the Company Shareholders holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”)jointly, may make a written demand request for Registration of all or part registration under the Securities Act of their Registrable Securities on Form S-3 Shares (ora "Demand Registration"). Any such request will specify the number of Registrable Shares, which may not be less than 50% in aggregate number of outstanding Registrable Shares, proposed to be sold and will also specify the intended method of disposition thereof. Subject to Section 2(b), in no event shall the Company be required to register Registrable Shares pursuant to this Section 2(a) more than two times. Notwithstanding the foregoing, in the event of a request for a Demand Registration made by the Eligible Holders, the Company may either (A) proceed with such Demand Registration pursuant to the provisions of this Section 2 or (B) proceed with a registered primary offering of its securities, in which case the Eligible Holders will have the rights set forth in Section 3 and such offering will not constitute a Demand Registration requested by the Eligible Holders pursuant to this Section 2. Upon a demand, the Company will prepare, file and use its reasonable best efforts to file with the Commission within 180 days and cause to be effective within 220 days of such demand a Registration Statement in respect of all the Registrable Shares. The Eligible Holders will pay all registration expenses in accordance with Section 6(b) hereof in connection with each registration of Registrable Shares requested pursuant to this Section 2, and each Eligible Holder shall pay all underwriting, discounts and commissions and transfer taxes, if Form S-3 is any, relating to the sale or disposition of such Eligible Holder's Registrable Shares pursuant to a Demand Registration effected pursuant to this Section 2. Notwithstanding anything to the contrary contained in this Section 2(a), the Company shall not available be required to effect a Demand Registration if the Company delivers to the Eligible Holders requesting such Demand Registration an opinion of counsel (such counsel to be used by HoldCo at reasonably satisfactory to such time, on Form S-1 or another appropriate form permitting Registration of such Eligible Holders) to the effect that the Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities Shares proposed to be included in such Demand Registration and are otherwise freely transferable under the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt federal securities laws of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify HoldCo, in writing, within five (5) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(s) to HoldCo, such Demand Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but not more than thirty (30) days immediately after HoldCo’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant to such Demand Registration; provided, that HoldCo shall not be obligated to effect any Registration under this subsection 2.1.1 if the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event shall HoldCo be obligated to effect more than three (3) demand registrations under this sectionUnited States.

Request for Registration. Subject The Holder shall have the right to the provisions of subsection 2.1.4 hereof, at any time and from time to time (but subject to Article V), each of (i) the CBRG Sponsor or (ii) cause the Company Shareholders holding at least to file under the Securities Act a majority in interest of the then-outstanding number of Registrable Securities held by all Company Shareholders (as the case may be, the “Demanding Holders”), may make a written demand for Registration of all or part of their Registrable Securities on Form S-3 (or, if Form S-3 is not available Statement with respect to be used by HoldCo at such time, on Form S-1 or another appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). HoldCo shall, within forty-five (45) days of HoldCo’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in the Company (or, if the registering entity is an entity other than the Company, a Registration pursuant to a Demand Registration (each such Holder that includes number of Registrable Securities representing all or a portion of such Holder’s Registrable Securities indirect interests in such Registrationregistering entity and upon the effectiveness of such Registration Statement, if such Holder’s Shares have not previously been exchanged for such Registrable Securities, to effect such exchange in accordance with the terms of the Agreement) (a “Demand Requesting HolderRegistration”) and to use commercially reasonable efforts to cause such Registration Statement to become effective; provided, however, that (i) the Holder shall so notify HoldConot be entitled to effect a Demand Registration more than twice (2), and (ii) the Company shall not be required to file and cause to become effective more than one (1) Registration Statement in writingany twelve (12) month period. If the Company furnishes to the Holder requesting a Registration Statement pursuant to this Section 3(a) a certificate signed by the Chief Executive Officer or President of the Company within fifteen (15) days of receipt of the Demand Registration stating that, within (x) in the good faith judgment of the Board such Registration Statement would result in a premature disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed at this time or would have a material detrimental effect on the Company or any material transaction contemplated by the Company, then the Company shall have the right to defer such filing for a period of not more than forty-five (545) days after the receipt by the Holder of the notice from HoldCo. Upon receipt by HoldCo of any such written notification from a Demand Requesting Holder(sRegistration or (y) the Company has on file or has current plans (which are diligently pursued) to HoldCofile another registration statement with the Commission, such Demand Requesting Holder(s) other than a Form S-8 relating to employee shares or stock options, then the Company shall be entitled have the right to have their Registrable Securities included in defer the filing of the Registration Statement for a Registration pursuant to a Demand Registration and HoldCo shall effect, as soon thereafter as practicable, but period of not more than thirty ninety (3090) days immediately after HoldCo’s the receipt of the Demand Registration. Unless the Holder demanding the Demand Registration shall agree in writing, no other party, including the Registration of all Registrable Securities requested by the Demanding Holders and Demand Requesting Holders pursuant Company, shall be permitted to offer securities under any such Demand Registration; provided. The Holder agrees that if the Company determines that there are material developments which the Company determines require the filing of a post-effective amendment to the Registration Statement, that HoldCo then the Holder agrees to refrain from selling any Registrable Securities until the post-effective amendment is declared effective. The Company agrees to file and attempt to have declared effective such post-effective amendment as soon as reasonably practical. Except as set forth in Section 8, the Company shall not be obligated deemed to effect any have effected a Demand Registration under this subsection 2.1.1 if unless and until such Demand Registration is declared effective and the Demanding Holders and Demand Requesting Holders propose to sell Registrable Securities with aggregate proceeds of less than $10,000,000; provided, further, that in no event registered thereunder have been sold pursuant thereto. Any such Registration Statement shall HoldCo be obligated subject to effect more than three (3) demand registrations piggyback rights as described under this sectionSection 5 below.