EX-10.3




 Exhibit 10.3 

REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 13, 2021, is made and entered into by
and among Tristar Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Tristar Holdings I, LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned
parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to
Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”). 

R E C I T A L S 

WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of March 15, 2021,
as amended by the First Amendment to Securities Subscription Agreement, dated August 31, 2021, pursuant to which the Sponsor purchased an aggregate of 5,750,000 shares (the “Founder Shares”) of the Company’s
Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”); 

WHEREAS, the Sponsor subsequently transferred an aggregate of 50,000 Founder Shares to certain of the other Holders; 

WHEREAS, the Founder Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (the
“Ordinary Shares”), at the time of the initial Business Combination (as defined below) on a one-for-one basis, subject to adjustment,
on the terms and conditions provided in the Company’s memorandum and, as may be amended from time to time; 
 WHEREAS, as of
October 13, 2021, the Company and the Sponsor entered into that certain Warrant Purchase Agreement, pursuant to which the Sponsor agreed to purchase 6,775,000 warrants (and up to an additional 570,000 warrants depending on the extent to which
the underwriters’ over-allotment option is exercised) (together with all other warrants issued by the Company to the Sponsor on substantially the same terms, the “Private Placement Warrants”), in a private placement
transaction occurring simultaneously with the closing of the Company’s initial public offering, each Private Placement Warrant entitling the holder to purchase one share of Ordinary Shares at an exercise price of $11.50 per share; and 

WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain
registration rights with respect to certain securities of the Company, as set forth in this Agreement. 

NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and
certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

ARTICLE I 
 DEFINITION

 1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the
respective meanings set forth below: 
 “Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or the principal financial officer of the Company, after consultation with counsel to the
Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time
if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public. 

“Agreement” shall have the meaning given in the Preamble. 

“Board” shall mean the Board of Directors of the Company. 

  
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 “Business Combination” shall mean any merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company. 

“Class B Ordinary Shares” shall have the meaning given in the Recitals hereto. 

“Commission” shall mean the U.S. Securities and Exchange Commission. 

“Company” shall have the meaning given in the Preamble. 

“Demand Registration” shall have the meaning given in subsection 2.1.1. 

“Demanding Holder” shall have the meaning given in subsection 2.1.1. 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Form S-1” shall have the meaning given
in subsection 2.1.1. 

“Form S-3” shall have the meaning given
in subsection 2.3.1. 
 “Founder Shares” shall have the meaning given in the Recitals hereto and shall
be deemed to include the Ordinary Shares issuable upon conversion thereof. 
 “Founder Shares Lock-Up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s
initial Business Combination or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on
which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or
other property. 
 “Holders” shall have the meaning given in the Preamble. 

“Insider Letter” shall mean that certain letter agreement, dated as of the date hereof, by and among the Company, the
Sponsor, each member of the Sponsor and each of the Company’s executive officers, directors and director nominees. 

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4. 

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to
be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement not misleading or, in the case of a Prospectus, not misleading in the light of the circumstances under which they were made. 

“Ordinary Shares” shall have the meaning given in the Recitals hereto. 

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to
transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-Up Period or Private Placement Lock-Up Period, as the case
may be, under the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter. 

“Piggyback Registration” shall have the meaning given in subsection 2.2.1. 

“Private
Placement Lock-Up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such
Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement
Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination. 

“Private Placement Warrants” shall have the meaning given in the Recitals hereto. 

  
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 “Pro Rata” shall have the meaning given in subsection
2.1.4. 
 “Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any
and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. 

“Registrable Security” shall mean (a) the Ordinary Shares issued or issuable upon the conversion of any Founder
Shares, (b) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding Ordinary Shares or any other equity security (including the Ordinary
Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement, (d) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any
such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder, and (e) any other equity security of the Company issued or issuable with respect to any
such Ordinary Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular
Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have
been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; ; or (D) such securities have
been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. 

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document
in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. 

“Registration Expenses” shall mean
the out-of-pocket expenses of a Registration, including, without limitation, the following: 

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry
Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed; 
 (B) fees and
expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities); 

(C) printing, messenger, telephone and delivery expenses; 

(D) reasonable fees and disbursements of counsel for the Company; 

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in
connection with such Registration; and 
 (F) reasonable fees and expenses of one (1) legal counsel selected by the
majority in interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration or the Takedown Requesting Holder initiating an Underwritten Shelf Takedown. 

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the
provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by
reference in such registration statement. 
 “Requesting Holder” shall have the meaning given in subsection
2.1.1. 
 “Securities Act” shall mean the Securities Act of 1933, as amended. 

“Shelf” shall have the meaning given in subsection 2.3.1. 

“Sponsor” shall have the meaning given in the Preamble. 

“Subsequent Shelf Registration” shall have the meaning given in subsection 2.3.2. 

“Takedown Requesting Holder” shall have the meaning given in subsection 2.3.3. 

  
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 “Underwriter” shall mean a securities dealer who purchases any
Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities. 

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a
firm commitment underwriting for distribution to the public, including an Underwritten Shelf Takedown. 
 “Underwritten Shelf
Takedown” shall have the meaning given in subsection 2.3.3. 
 ARTICLE II 

REGISTRATIONS 
 2.1
Demand Registration. 
 2.1.1 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 on or after the date the Company consummates its initial Business Combination, the Holders of at least a majority in interest of the then-outstanding number of
Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of its Registrable 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”). The Company shall, within five (5) days of 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 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 “Requesting Holder”) shall so notify the Company, in writing, within five (5) days
after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities
included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the
Registration of all Registrable Securities requested by the Demanding Holder and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three
(3) Registrations pursuant to a Demand Registration under this subsection 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; provided, further, that an Underwritten Shelf Takedown shall not
count as a Demand Registration. 
 2.1.2 Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above
or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a
Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration
Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other
governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect within five (5) days to continue
with such Registration and accordingly notify the Company in writing of such election within such five (5)-day period; provided, further, that the Company shall
not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

 2.1.3 Underwritten Offering. Subject to the provisions of subsection 2.1.4 and
Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of its Demand Registration that
the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such
Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders
proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration. 

  
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 2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters
in an Underwritten Offering pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding
Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested
pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without
adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of
Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of
Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have
requested be included in such Underwritten Offering (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a
Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities. 

2.1.5 Demand Registration Withdrawal.
A majority-in-interest of the Demanding Holders initiating a Demand Registration or
a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from
a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the
effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company
shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5. 

2.2 Piggyback Registration. 

2.2.1 Piggyback Rights. If, at any time on or after the date the Company consummates its initial Business Combination, the Company
proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or
for the account of shareholders of the Company , other than a Registration Statement (i) filed pursuant to Section 2.1.1 hereof, (ii) filed in connection with any employee stock option or other benefit plan, (iii) for an exchange
offer or offering of securities solely to the Company’s existing shareholders, (iv) for an offering of debt that is convertible into equity securities of the Company or (v) for a dividend reinvestment plan, then the Company shall give
written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall
(A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of
the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration, a
“Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of
a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the
Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities
through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in
this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3. 

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a
Piggyback Registration (other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary
Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of
Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration
has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then 

  
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 (a) If the Registration is undertaken for the Company’s account, the
Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata,
which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which
Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; 

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then
the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding
the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements
with such persons or entities, which can be sold without exceeding the Maximum Number of Securities. 
 2.2.3 Piggyback Registration
Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or
its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as
the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the
effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal
under this subsection 2.2.3. 
 2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration
effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof. 

2.3 Shelf Registrations. 

2.3.1 The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company following the
completion of the Company’s initial Business Combination, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-1, or if the Company is eligible to use it, Form S-3 or any similar short form registration statement that may be available at such time
(“Form S-3”) a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the
Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of
Registrable Securities for a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to
include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable
thereafter, but not more than thirty (30) days after the Company’s initial receipt of such written request for a Registration a Shelf, the Company shall file such Shelf registration statement to register all or such portion of such
Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by
such Holder or Holders. The Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf
continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a
Form S-3 as soon as practicable after the Company is eligible to use Form S-3. 

  
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 2.3.2 If any Shelf ceases to be effective under the Securities Act for any reason at any
time while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act
(including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to
result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including
on such Shelf, and pursuant to any method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such
Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in
compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to
the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed
or continuous basis, the Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means
of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof;
provided, however, the Company shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Holders. 

2.3.3 At any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any
portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an
Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All
requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable
Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the
securities requested to be included by any Holder (each a “Takedown Requesting Holder”) at least 24 hours prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback
registration rights of such holder (including to those set forth herein). The Holders of at least a majority in interest of the then-outstanding number of Registrable Securities that requested such Underwritten Shelf Takedown shall have the right to
select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. For
purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof. 

2.3.4 If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and the
Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity
securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor that can be sold without
exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell,
which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity
securities of the Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so
requested to be included in such Underwritten Shelf Takedown. 
 2.3.5 The Sponsor shall have the right to withdraw from an Underwritten
Shelf Takedown for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such
Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this
subsection 2.3.5. 
 2.4 Restrictions on Registration Rights. If (A) during the period starting with
the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that
the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable
Registration Statement to become effective; (B) the Holders have requested an Underwritten Offering and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good
faith judgment 

  
 7 












 
of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such
time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days;
provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. 

ARTICLE III 
 COMPANY
PROCEDURES 
 3.1 General Procedures. If at any time on or after the date the Company consummates its initial Business
Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of
distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible: 
 3.1.1 prepare and file with the Commission as
soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold; 
 3.1.2 prepare and file with the Commission such amendments and post-effective amendments to
the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the
registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the
intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; 
 3.1.3 prior to filing a
Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such
Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to
facilitate the disposition of the Registrable Securities owned by such Holders; 
 3.1.4 prior to any public offering of Registrable
Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of
Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be
registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of
Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; 

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed; 
 3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such
Registrable Securities no later than the effective date of such Registration Statement; 
 3.1.7 advise each seller of such Registrable
Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for
such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; 

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel; 

  
 8 












 3.1.9 notify the Holders at any time when a Prospectus relating to such Registration
Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such
Misstatement as set forth in Section 3.4 hereof; 
 3.1.10 permit a representative of the Holders (such
representative to be selected by a majority of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of
the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration;
provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; 

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an
Underwritten Offering , in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to
a majority-in-interest of the participating Holders; 

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of
counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of
which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in
interest of the participating Holders; 
 3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an
underwriting agreement, in usual and customary form, with the managing Underwriter of such offering; 
 3.1.14 make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration
Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission); 

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its
reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and 

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in
connection with such Registration. 
 3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the
Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs
and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders. 

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity
securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and
(ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements. 
 3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from
the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus
correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company
that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the
inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or
initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the
Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to
sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4. 

  
 9 












 3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities,
the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company
after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144
promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions, to the extent such exemption is available to Holders at such time. Upon the request of any Holder, the
Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 

ARTICLE IV 

INDEMNIFICATION AND CONTRIBUTION 

4.1 Indemnification. 

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and
each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact
contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors
and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder. 

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and
officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any
untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the
obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the
meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company. 
 4.1.3 Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any
person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying
party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into
any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. 

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to
make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason. 

  
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 4.1.5 If the indemnification provided under this
Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to
reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party
or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability
of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or
other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably
incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any
other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation. 

ARTICLE V 
 MISCELLANEOUS

 5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand
delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed
notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee
(with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Tristar Acquisition I
Corp., 2870 Peachtree Road, NW Suite 509, Atlanta, GA 30305, Attention: William M. Mounger II, with copy to: DLA Piper LLP, 2000 University Avenue, East Palo Alto, CA 94303 Attention: Curtis L. Mo, and, if to any Holder, at such Holder’s
address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become
effective thirty (30) days after delivery of such notice as provided in this Section 5.1. 
 5.2 Assignment; No Third Party
Beneficiaries. 
 5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated
by the Company in whole or in part. 
 5.2.2 Prior to the expiration of the Founder
Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties
or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to become bound by the transfer
restrictions set forth in this Agreement and other applicable agreements. 
 5.2.3 This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees. 

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in
this Agreement and this Section 5.2. 
 5.2.5 No assignment by any party hereto of such party’s rights,
duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and
(ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any
transfer or assignment made other than as provided in this Section 5.2 shall be null and void. 

  
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 5.3 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. 

5.4 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall
be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. A signed copy of this Agreement delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 

5.5 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments
delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written. 
 5.6 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE
EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE
PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE
OF NEW YORK. 
 5.7 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in
any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Sponsor in the negotiation,
administration, performance or enforcement hereof. 
 5.8 Amendments and Modifications. Upon the written consent of the Company and
the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or
conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of
capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto
or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or
remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party. 

5.9 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the
construction of any provision of this Agreement. 
 5.10 Waivers and Extension. Any party to this Agreement may waive any right,
breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in
advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

 5.11 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or
performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any
such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies
conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in
equity, by statute or otherwise. 
 5.12 Other Registration Rights. The Company represents and warrants that no person, other than a
Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own
account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between
any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail. 

  
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 5.13 Term. This Agreement shall terminate upon the earlier of (i) the tenth
anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in
Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all of the Registrable Securities are permitted to sell the Registrable Securities under
Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.5 and Article IV shall survive any
termination. 
 [SIGNATURE PAGES FOLLOW] 

  
 13 












 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first
written above. 
  

			
	COMPANY:
	
	TRISTAR ACQUISITION I CORP.
		
	By:	 	 /s/ William Malcolm Mounger II 

	Name:	 	William Malcolm Mounger II
	Title:	 	Chairman and Chief Executive Officer
	
	HOLDERS:
	
	TRISTAR HOLDINGS I, LLC
		
	By:	 	 /s/ William Malcolm Mounger II 

	Name:	 	William Malcolm Mounger II
	Title:	 	Manager
		
		 	/s/ Cathy Martine-Dolecki
	Name:	 	 Cathy Martine-Dolecki

		
		 	/s/ Timothy Dawson
	Name:	 	 Timothy Dawson

		
		 	/s/ Robert Willis
	Name:	 	 Robert Willis

		
		 	/s/ Greg Boyd
	Name:	 	 Greg Boyd

		
		 	/s/ David Jones
	Name:	 	 David Jones

		
		 	/s/ David Barksdale
	Name:	 	 David Barksdale



 [Signature Page to Registration Rights Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first
written above. 
  

			
	HOLDERS:
		
		 	/s/ Alex Parker
	Name:	 	Alex Parker
		
		 	/s/ Steven Rogers
	Name:	 	Steven Rogers


 [Signature Page to Registration Rights Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first
written above. 
  

			
	HOLDERS:
	
	CABLE ONE, INC.
		
	By:	 	/s/ Steven S. Cochran
	Name:	 	Steven S. Cochran
	Title:	 	Chief Financial Officer
	
	D.E. SHAW VALENCE PORTFOLIOS, L.L.C.
		
	By:	 	/s/ Edwin Jager
	Name:	 	Edwin Jager
	Title:	 	Authorized Signatory
	
	HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.
	
	By: Highbridge Capital Management, LLC, as Trading Manager
		
	By:	 	 
	Name:	 	Johnathan Segal
	Title:	 	Managing Director
	
	HIGHBRIDGE SPAC OPPORTUNITY FUND, L.P.
	
	By: Highbridge Capital Management, LLC, as Trading Manager
		
	By:	 	 
	Name:	 	Johnathan Segal
	Title:	 	Managing Director


 [Signature Page to Registration Rights Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first
written above. 
  

			
	HOLDERS:
	
	CABLE ONE, INC.
		
	By:	 	 
	Name:	 	Steven S. Cochran
	Title:	 	Chief Financial Officer
	
	D.E. SHAW VALENCE PORTFOLIOS, L.L.C.
		
	By:	 	 
	Name:	 	Edwin Jager
	Title:	 	Authorized Signatory
	
	HIGHBRIDGE TACTICAL CREDIT MASTER FUND, L.P.
	
	By: Highbridge Capital Management, LLC, as Trading Manager
		
	By:	 	 /s/ Johnathan Segal

	Name:	 	Johnathan Segal
	Title:	 	Managing Director
	
	HIGHBRIDGE SPAC OPPORTUNITY FUND, L.P.
	
	By: Highbridge Capital Management, LLC, as Trading Manager
		
	By:	 	 /s/ Johnathan Segal

	Name:	 	Johnathan Segal
	Title:	 	Managing Director


 [Signature Page to Registration Rights Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first
written above. 
  

			
	HOLDERS:
	
	KEPOS SPECIAL OPPORTUNITIES MASTER FUND L.P.
	
	By: Kepos Capital LP, its Investment Manager
		
	By:	 	/s/ Simon Raykher
	Name:	 	Simon Raykher
	Title:	 	General Counsel
	
	KEPOS ALPHA MASTER FUND L.P.
	
	By: Kepos Capital LP, its Investment Manager
		
	By:	 	/s/ Simon Raykher
	Name:	 	Simon Raykher
	Title:	 	General Counsel
	
	LMR CCSA MASTER FUND LIMITED
		
	By:	 	/s/ Shane Cullinane
	Name:	 	Shane Cullinane
	Title:	 	Chief Operating Officer, LMR Partners LLP, acting in its capacity as investment manager of LMR CCSA Master Fund Limited
	
	LMR MASTER FUND LIMITED
		
	By:	 	/s/ Shane Cullinane
	Name:	 	Shane Cullinane
	Title:	 	Chief Operating Officer, LMR Partners LLP, acting in its capacity as investment manager of LMR Master Fund Limited


 [Signature Page to Registration Rights Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first
written above. 
  

			
	HOLDERS:
	
	 MAGNETAR CONSTELLATION MASTER FUND, LTD.

MAGNETAR CONSTELLATION FUND II, LTD
 MAGNETAR STRUCTURED CREDIT
FUND, LP
 MAGNETAR XING HE MASTER FUND LTD
 MAGNETAR SC FUND
LTD
 PURPOSE ALTERNATIVE CREDIT FUND LTD
 PURPOSE ALTERNATIVE
CREDIT FUND-T LLC
 MAGNETAR LAKE CREDIT FUND LLC
 MAGNETAR
CAPITAL MASTER FUND LTD
 MAGNETAR DISCOVERY MASTER FUND, LTD

By: Magnetar Financial LLC, its Investment Manager/General Partner/Manager

		
	By:	 	/s/ Mike Turro
	Name:	 	Mike Turro 
	Title:	 	Chief Compliance Officer
	
	METEORA CAPITAL PARTNERS, L.P. AND/OR ITS AFFILIATES
		
	By:	 	/s/ Joseph Tonnos
	Name:	 	Joseph Tonnos 
	Title:	 	 Principal & Associate Portfolio Manager



 [Signature Page to Registration Rights Agreement] 











 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first
written above. 
  

			
	HOLDERS:
	
	 POLAR MULTI-STRATEGY MASTER FUND
  

By: Polar Asset Management Partners, Inc., its Investment Advisor

		
	By:	 	/s/ Aatifa Ibrahim
	Name:	 	 Aatifa Ibrahim 

	Title:	 	 Legal Counsel

		
	By:	 	/s/Andrew Ma 
	Name:	 	 Andrew Ma

	Title:	 	 Chief Compliance Officer

	
	 RADCLIFFE SPAC MASTER FUND, L.P.

By: Radcliffe Capital Management, L.P.

		
	By:	 	/s/ Steven Katznelson
	Name:	 	Steven Katznelson
	Title:	 	 Managing Member of RGC Management Company, LLC, its general partner

	
	SPRING CREEK CAPITAL, LLC
		
	By:	 	/s/ Eric Butcher
	Name:	 	Eric Butcher
	Title:	 	 President

	
	THE K2 PRINCIPAL FUND L.P.
	
	 By: K2 Genpar LP, its General Partner

By: K2 Genpar 2017 Inc., its General Partner

		
	By:	 	/s/ Daniel Gosselin
	Name:	 	Daniel Gosselin 
	Title:	 	 Secretary of K2 Genpar 2017 Inc.



 [Signature Page to Registration Rights Agreement]