Extract to table

333-[●]) (the "Registration Statement"), with the shares of Common Stock to be listed on the New York Stock Exchange (the "NYSE") under the ticker symbol "CBRI"; WHEREAS, the proposed aggregate offering size of the IPO is approximately Six Hundred Million Dollars ($600,000,000), consisting of a base offering of approximately Five Hundred Twenty-One Million Seven Hundred Thousand Dollars ($521,700,000), inclusive of primary shares to be issued and sold by the Company and secondary shares to be sold by Pinnacle Vista, together with an overallotment option granted to the underwriters in the amount of approximately Seventy-Eight Million Three Hundred Thousand Dollars ($78,300,000); WHEREAS, in connection with the IPO, the Company and Pinnacle Vista are entering into that certain Registration Rights Agreement of even date herewith (the "Registration Rights Agreement"), pursuant to which the Company is granting certain registration rights to Pinnacle Vista with respect to shares of Common Stock Beneficially Owned by Pinnacle Vista; WHEREAS, the Parties desire to amend and restate the Original Agreement in its entirety to set forth their respective rights and obligations as stockholders of the Company following the consummation of the IPO, including, without limitation, with respect to the composition of the Board of Directors, transfer restrictions, preemptive rights, information rights, and related matters; and WHEREAS, this Agreement shall become effective upon the closing of the IPO (the "IPO Closing Date") and shall, upon such effectiveness, supersede and replace the Original Agreement in its entirety, and the Original Agreement shall thereupon be of no further force or effect

"Beneficially Own" or "Beneficial Ownership" has the meaning ascribed to such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and a Person's beneficial ownership of Equity Securities shall be calculated in accordance with the provisions of such Rule

"Transferred" and "Transferring" shall have correlative meanings

2 — Rules of Construction (a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Exhibit," and "Schedule" refer to the specified Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise specified; (v) the word "including" means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; and (vi) references to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder

(b) The headings and captions used in this Agreement are used for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize, or in any way affect any provision of this Agreement, and all provisions of this Agreement shall be enforced and construed as if no heading or caption had been used herein

Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement