Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Underwriting Agreement

The Selling Stockholder represents and agrees that, during the Lock-Up Period, it will not, directly or indirectly: (a) offer, sell, contract to sell, or otherwise transfer or dispose of any shares of Common Stock of CBR or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock (other than the Secondary Shares sold in the Offering); (b) pledge, hypothecate, or grant any security interest in any shares of Common Stock of CBR or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock; (c) grant any option, right, or warrant to purchase any shares of Common Stock of CBR or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock; (d) enter into any swap, hedge, short sale, forward contract, or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of shares of Common Stock of CBR, whether any such transaction is to be settled by delivery of Common Stock, other securities, in cash, or otherwise; or (e) publicly disclose the intention to do any of the foregoing; provided, however, that the foregoing restrictions shall not apply to: (i) transfers of shares of Common Stock to any affiliate of the Selling Stockholder (including any successor fund or parallel fund managed by PVCM or its affiliates), provided that the transferee agrees to be bound by the terms of the Lock-Up Agreement for the remainder of the Lock-Up Period; (ii) transfers for bona fide estate-planning purposes, including transfers to a trust for the direct or indirect benefit of the Selling Stockholder or any of its partners or their respective family members, provided that the transferee agrees to be bound by the terms of the Lock-Up Agreement for the remainder of the Lock-Up Period; (iii) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-Up Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan is made voluntarily during the Lock-Up Period; (iv) pledges of shares of Common Stock to one or more lending institutions as collateral for bona fide indebtedness, provided that any foreclosure or other disposition of such shares during the Lock-Up Period shall remain subject to the restrictions set forth above; and (v) transfers of shares of Common Stock in connection with a bona fide distribution to the limited partners of the Selling Stockholder, provided that each distributee agrees to be bound by the terms of the Lock-Up Agreement for the remainder of the Lock-Up Period

pending the closing of the Offering and shall be available for delivery to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement

(c) The Selling Stockholder confirms and agrees that all actions taken by any Attorney-in-Fact under the Power of Attorney, within the scope of the authority granted therein, shall be binding upon the Selling Stockholder as though such actions were taken by the Selling Stockholder directly

(b) The Selling Stockholder further acknowledges and confirms that it is a party to the Amended and Restated Stockholders' Agreement among CBR, the Selling Stockholder, Garrett Calloway, and Elaine Briggs (the "A&R Stockholders' Agreement"), which will become effective upon the closing of the Offering and which provides, among other things, for: (i) Board Designation Rights: The Selling Stockholder has the right to designate two members to the Board for so long as it beneficially owns 20% or more of the outstanding Common Stock, one member for so long as it beneficially owns 10% or more (but less than 20%) of the outstanding Common Stock, and no members if its beneficial ownership falls below 10% of the outstanding Common Stock (the "Step-Down Schedule"); (ii) Transfer Restrictions: Certain restrictions on the transfer of shares of Common Stock held by the Selling Stockholder, including rights of first refusal and tag-along/drag-along rights, subject to customary exceptions for transfers to affiliates, distributions to limited partners, and transfers in connection with registered public offerings; (iii) Standstill Provisions: The Selling Stockholder agrees to be subject to certain standstill restrictions limiting its ability to acquire additional shares of Common Stock or take specified actions with respect to the Company without the approval of the Board (or a committee thereof) for a period of two years following the closing of the Offering, subject to customary exceptions; and (iv) Information Rights: The Selling Stockholder shall be entitled to receive certain financial and operating information from the Company on a periodic basis, subject to confidentiality obligations

pdf) transmission), each of which shall be deemed an original and all of which together shall constitute one and the same instrument