Exhibit
10.1


 


REGISTRATION RIGHTS
AND LOCK-UP AGREEMENT


 


THIS REGISTRATION RIGHTS AND
LOCK-UP AGREEMENT (this “Agreement”), dated as of November 30, 2021, is made and entered into by and among Codere
Online Luxembourg, S.A., a public limited liability company (société anonyme) governed by the laws of the Grand
Duchy of Luxembourg with its registered office at 7 rue Robert Stümper, L-2557 Luxembourg, Grand Duchy of Luxembourg, and registered
with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) (“Holdco”),
DD3 Sponsor Group, LLC (“Sponsor”), MG Partners Multi-Strategy Fund LP (“MG Partners”),
Baron Global Advantage Fund (“BGAF”), Baron Emerging Markets Fund (“BEMF”), Destinations
International Equity Fund (“DIEF” and, together with BGAF and BEMF, the “Baron Funds”),
the other signatories listed in Annex A (collectively, the “Transferees”), Codere Newco, S.A.U., a corporation
(sociedad anónima unipersonal) registered and incorporated under the laws of Spain and with its registered office at Avenida
de Bruselas 26, 28108, Alcobendas (Madrid, Spain) (“Parent,” and collectively with Sponsor, MG Partners, the
Baron Funds, the Transferees and any other person or entity who hereafter becomes a party to this Agreement as a Transferee, each a “Holder”
and collectively the “Holders”) and solely for the purposes of Section 6.6 hereof, DD3 Acquisition Corp. II,
a Delaware corporation (“SPAC”).


 


RECITALS


 


WHEREAS, Holdco, Parent,
SPAC, Servicios de Juego Online S.A.U., a corporation (sociedad anónima unipersonal) registered and incorporated under the
laws of Spain and with its registered office at Avenida de Bruselas 26, 28108, Alcobendas (Madrid, Spain) (the “Company”),
and Codere Online U.S. Corp., a Delaware corporation (“Merger Sub”), entered into that certain business combination
agreement, dated as of June 21, 2021 (the “BCA”), pursuant to which, among other things, on or about the date
hereof, (i) Parent contributed all the issued and outstanding shares of the Company to Holdco in exchange for additional ordinary shares
of Holdco (“Ordinary Shares”) pursuant to that certain contribution and exchange agreement entered into by Holdco,
Parent and the Company, dated as of June 21, 2021 (the “Exchange Agreement”) with the Company becoming a wholly-owned
subsidiary of Holdco following the consummation of such exchange, and (ii) Merger Sub merged with and into SPAC (with SPAC being the surviving
entity and a wholly-owned subsidiary of Holdco) in exchange for SPAC’s shareholders receiving Ordinary Shares;


 


WHEREAS, Sponsor, SPAC
and MG Partners entered into that certain Registration Rights Agreement, dated as of December 7, 2020 (the “Prior Agreement”),
which Prior Agreement Sponsor, SPAC and MG Partners desire to terminate upon execution and delivery of this Agreement;


 


WHEREAS, the Baron
Funds and MG Partners entered into the Forward Purchase Agreements (as defined herein) whereby SPAC granted certain registration rights
to the Baron Funds, MG Partners and their respective transferees, respectively, and that all such parties desire to forego such registration
rights upon execution and delivery of this Agreement;


 


WHEREAS, Sponsor holds
Ordinary Shares and securities convertible into or exercisable or exchangeable for Ordinary Shares (including the Ordinary Shares issued
or issuable upon the exercise of any other security issued to Sponsor pursuant to the terms of the BCA), including the Warrants (as defined
herein) on or about the date hereof pursuant to the BCA; and


 


WHEREAS, in connection
with the transactions contemplated by the BCA and the Exchange Agreement, Holdco and the Holders desire to enter into this Agreement,
pursuant to which Holdco shall grant the Holders certain registration rights with respect to certain securities of Holdco and the Holders
shall agree to certain transfer restrictions, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the 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

DEFINITIONS


 


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 Chief
Executive Officer or Chief Financial Officer of Holdco, after consultation with counsel to Holdco, (a) 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 Misstatement,
(b) would not be required to be made at such time if the Registration Statement were not being filed, and (c) Holdco has a bona
fide business purpose for not making such information public.


 


“Affiliate”
shall mean, with respect to a specified Person, each other Person that directly, or indirectly through one or more intermediaries, controls
or is controlled by, or is under common control with, the Person specified; provided that no Holder shall be deemed an Affiliate of any
other Holder solely by reason of an investment in, or holding of Ordinary Shares (or securities convertible or exchangeable for Ordinary
Shares) of, Holdco. As used in this definition, “control” (including with correlative meanings, “controlled by”
and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether through ownership of voting securities or by contract or other agreement).


 


“Aggregate Blocking
Period” shall have the meaning given in Section 2.4.


 


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


 


“BCA”
shall have the meaning given in the Recitals.


 


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


 


“Change in Control”
shall mean the transfer (whether by tender offer, merger, share purchase, consolidation or other similar transaction), in one transaction
or a series of related transactions, to a person or group of affiliated persons of Holdco’s voting securities if, after such transfer,
such person or group of affiliated persons would hold more than 50% of outstanding voting securities of Holdco (or surviving entity) or
would otherwise have the power to control the board of directors of Holdco or to direct the operations of Holdco.


 


“Claims”
shall have the meaning given in subsection 4.1.1.


 


“Closing Date”
shall mean the date of this Agreement.


 


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


 


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


 


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


 


“DR Demanding
Holders” shall mean the applicable Holders having the right to make, and actually making, a written demand for the Registration
of Registrable Securities pursuant to subsection 2.2.1.


 


“DR Requesting
Holder” shall have the meaning given in subsection 2.2.1.


 


“Effectiveness
Deadline” shall have the meaning given in subsection 2.1.1.


 






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“Equity Agreements”
shall mean (a) that certain subscription agreement dated June 21, 2021 by and among SPAC, Holdco and DD3 Capital Partners, S.A. de C.V.
to purchase shares of SPAC’s Class A Common Stock, and (b) that certain subscription agreement dated June 21, 2021 by and among
SPAC, Holdco and Larrain Investment Inc. to purchase shares of SPAC’s Class A Common Stock.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Exchange Agreement”
shall have the meaning given in the Recitals.


 


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


 


“Form F-3 Shelf”
shall have the meaning given in subsection 2.1.2.


 


“Forward Purchase
Agreements” shall mean (a) that certain Forward Purchase Agreement entered into by SPAC and the Baron Funds on November
17, 2020, as amended on June 21, 2021, and (b) that certain Forward Purchase Agreement entered into by SPAC and MG Partners on November
19, 2020, as amended on June 21, 2021, to purchase shares of SPAC’s Class A Common Stock.


 


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


 


“Holdco Shelf
Takedown Notice” shall have the meaning given in subsection 2.1.3.


 


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


 


“Lock-Up Period”
shall have the meaning given in Section 5.1.


 


“Lock-Up Securities”
shall mean all Registrable Securities owned by Parent or Sponsor, respectively, from time to time, including any Registrable Securities
Transferred from Parent or Sponsor to another Holder.


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.2.4.


 


“Merger Sub”
shall have the meaning given in the Recitals.


 


“Minimum Amount”
shall have the meaning given in subsection 2.1.3.


 


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


 


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


 


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


 


“Permitted Transferees”
shall mean a person or entity to whom Parent and Sponsor are permitted to Transfer such Lock-Up Securities pursuant to Section 5.2
of this Agreement prior to the expiration of the Lock-Up Period and any other applicable agreement between Parent and/or Sponsor
and Holdco, and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.3.1.


 


“Prior Agreement”
shall have the meaning given in the Recitals.


 






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“Pro Rata”
shall have the meaning given in subsection 2.2.4.


 


“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 materials incorporated by reference in such prospectus.


 


“Registrable Security”
shall mean (a) any Ordinary Shares issued to a Holder pursuant to the terms of the BCA (including the Ordinary Shares issued or issuable
upon the exercise of any other security issued to a Holder pursuant to the terms of the BCA), (b) any Warrants held by a Holder (including
the Ordinary Shares issuable upon exercise of such Warrants) and (c) any other security of Holdco issued or issuable with respect to any
such Ordinary Share referred to in the foregoing clauses (a) and (b) by way of a share dividend or share split or in connection with a
combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise; provided, however, that, as to any
particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) 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; (ii) such securities shall have been otherwise transferred, new
certificates for such securities not bearing (or book entry positions not subject to) a legend restricting further transfer shall have
been delivered by Holdco and subsequent public distribution of such securities shall not require registration under the Securities Act;
(iii) such securities shall have ceased to be outstanding; (iv) such securities may be sold without registration pursuant to Rule 144
promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions
or limitations); or (v) 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 Holdco;



 


		(e)	reasonable fees and disbursements of all independent registered public accountants of Holdco incurred
specifically in connection with such Registration; and



 


		(f)	reasonable fees and expenses not to exceed $50,000 of one legal counsel selected by (i) the
                                                                                                         majority-in-interest of the DR Demanding Holders initiating a Demand Registration, (ii) the majority-in-interest of the
                                                                                                         SUO Demanding Holders initiating a Shelf Underwritten Offering, or (iii) the majority-in-interest of participating Holders
                                                                                                         under Section 2.3 if the Registration was initiated by Holdco for its own account or that of a Holdco
                                                                                                         shareholder other than pursuant to rights under this Agreement, in each case to be registered for offer and sale in the applicable
                                                                                                         Registration.



 


“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 materials incorporated by reference in such registration statement.


 






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“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Takedown
Notice” shall have the meaning given in subsection 2.1.3.


 


“Shelf Underwritten
Offering” shall have the meaning given in subsection 2.1.3.


 


“SPAC”
shall have the meaning given in the Recitals.


 


“SPAC’s
Class A Common Stock” shall mean SPAC’s class A common stock, par value $0.0001 per share.


 


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


 


“SUO Demanding
Holders” shall mean the applicable Holders having the right to make, and actually making, a written demand for a Shelf
Underwritten Offering of Registrable Securities pursuant to subsection 2.1.3.


 


“SUO Requesting
Holder” shall have the meaning given in subsection 2.1.3.


 


“Transfer”
shall mean to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily
or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment,
pledge, encumbrance, hypothecation or similar disposition of, any interest owned by a person or any interest (including a beneficial interest)
in, or the ownership, control or possession of, any interest owned by a person.


 


“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
Registration” or “Underwritten Offering” shall mean a Registration in which securities of Holdco
are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Warrants”
shall mean the warrants of Holdco resulting from the conversion of the private placement SPAC Warrants, as defined in the BCA.


 


Article
II

REGISTRATIONS


 


2.1
Shelf Registration.


 


2.1.1
Holdco shall, as soon as practicable, but in any event within thirty (30) calendar days after the Closing Date, file a Registration
Statement under the Securities Act to permit the public resale of all the Registrable Securities held by the Holders from time to time
as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect) on
the terms and conditions specified in this subsection 2.1.1 and shall use its reasonable best efforts to cause such Registration
Statement to be declared effective as soon as practicable after the filing thereof, but in no event later than sixty (60) calendar days
following the filing deadline (the “Effectiveness Deadline”); provided that the Effectiveness Deadline shall
be extended to ninety (90) calendar days after the filing deadline if the Registration Statement is reviewed by, and receives comments
from, the Commission and provided further that if the Commission is closed for operations due to a government shutdown, the Effectiveness
Deadline shall be extended the same number of days that the Commission remains closed for operations. The Registration Statement filed
with the Commission pursuant to this subsection 2.1.1 shall be on a shelf registration statement on Form F-1 (a
“Form F-1 Shelf”) or such other form of registration statement as is then available to effect
a registration for resale of such Registrable Securities, covering such Registrable Securities, and shall contain a Prospectus in such
form as to permit any Holder to sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar
provision adopted by the Commission then in effect) at any time beginning on the effective date for such Registration Statement. A Registration
Statement filed pursuant to this subsection 2.1.1 shall provide for the resale pursuant to any method or combination
of methods legally available to, and requested by, the Holders. Holdco shall use its reasonable best efforts to cause a Registration Statement
filed pursuant to this subsection 2.1.1 to remain effective, and to be supplemented and amended to the extent necessary
to ensure that such Registration Statement is available (including to use its reasonable best efforts to add Registrable Securities held
by Permitted Transferees) or, if not available, that another Registration Statement is available, for the resale of all the Registrable
Securities held by the Holders until all such Registrable Securities have ceased to be Registrable Securities. As soon as practicable
following the effective date of a Registration Statement filed pursuant to this subsection 2.1.1, but in any event within
five (5) business days of such date, Holdco shall notify the Holders of the effectiveness of such Registration Statement.


 






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2.1.2
Holdco shall use its reasonable best efforts to convert the Form F-1 Shelf filed pursuant to subsection 2.1.1 to a shelf
registration statement on Form F-3 (a “Form F-3 Shelf”) as promptly as practicable after Holdco is eligible
to use a Form F-3 Shelf and have the Form F-3 Shelf declared effective as promptly as practicable and to cause such Form F-3 Shelf
to remain effective, and to be supplemented and amended to the extent necessary to ensure that such Registration Statement is available
or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the Holders
until all such Registrable Securities have ceased to be Registrable Securities.


 


2.1.3
At any time and from time to time following the effectiveness of the shelf registration statement required by subsection
2.1.1 or subsection 2.1.2, one or more Holders may request to sell all or a portion of their Registrable Securities in an underwritten
offering that is registered pursuant to such shelf registration statement (a “Shelf Underwritten Offering”)
provided that such Holders reasonably expect to sell Registrable Securities yielding aggregate gross proceeds in excess of $12,500,000
from such Shelf Underwritten Offering (such amount of Registrable Securities, as applicable, the “Minimum Amount”).
All requests for a Shelf Underwritten Offering shall be made by giving written notice to Holdco (the “Shelf Takedown Notice”).
Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten
Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within five
(5) business days after receipt of any Shelf Takedown Notice, Holdco shall give written notice of such requested Shelf Underwritten
Offering to all other Holders of Registrable Securities (the “Holdco Shelf Takedown Notice”) 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 Shelf Underwritten Offering (each such Holder that includes all or a portion of such Holder’s Registrable Securities
in such Shelf Underwritten Offering, a “SUO Requesting Holder”) shall so notify Holdco of its intent to participate
in such Shelf Underwritten Offering, in writing, within five (5) business days after the receipt by such Holder of Holdco Shelf Takedown
Notice. Upon receipt by Holdco of any such written notification from a SUO Requesting Holder to Holdco, subject to the provisions
of subsection 2.2.4, Holdco shall include in such Shelf Underwritten Offering all Registrable Securities of such SUO Requesting
Holder. Holdco shall enter into an underwriting agreement in customary form for such Shelf Underwritten Offering by Holdco with the managing
Underwriter or Underwriters selected by the Holders holding at least a majority-in-interest of the Registered Securities being registered
after consultation with Holdco and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters
in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering
contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting
agreement into which each Holder and Holdco shall enter shall contain representations, covenants, indemnities and other rights and obligations
in customary form for such Shelf Underwritten Offering by Holdco. Any Shelf Underwritten Offering effected pursuant to this subsection
2.1.3 shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section 2.2 hereof.


 






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2.2
Demand Registration.


 


2.2.1
Request for Registration. Subject to the provisions of subsection 2.2.5 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, Holders holding at least a majority-in-interest of the then-outstanding number of Registrable Securities may make a written
demand for Registration of all or part of their Registrable Securities on (a) Form F-1, or such other form of registration statement
as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or
(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 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 shall, within ten (10) business days following Holdco’s receipt of a 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 “DR Requesting Holder”)
shall so notify Holdco, in writing, within five (5) business days after the receipt by the Holder of the notice from Holdco. 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 of any
such written notification from a DR Requesting Holder to Holdco, subject to subsection 2.2.4 below, such DR Requesting
Holder shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and Holdco
shall file, as soon thereafter as practicable, but not more than forty-five (45) days immediately after Holdco’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 DR Requesting Holders pursuant to such Demand Registration as soon as practicable. Holdco shall not be obligated
to effect more than (i) an aggregate of three (3) 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 subsection 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.


 


2.2.2
Effective Registration. Notwithstanding the provisions of subsection 2.2.1 above or any other part
of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (a) 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 (b) Holdco 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 DR Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and
accordingly notify Holdco in writing, but in no event later than five (5) days after the removal, rescission or other termination
of such stop order or injunction, of such election; provided, further, that Holdco 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 by a DR Demand Holder becomes effective or is subsequently terminated.


 






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2.2.3
Underwritten Offering. Subject to the provisions of subsection 2.2.4 and Sections 2.4 and 3.4 hereof,
if a majority-in-interest of the DR Demanding Holders so advise Holdco as part of their 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 DR Demanding
Holder or DR 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 2.2.3, subject to Section 3.3 and Article IV, shall enter into an
underwriting agreement in customary form with Holdco and the Underwriter selected for such Underwritten Offering by the majority-in-interest
of the DR Demanding Holders initiating the Demand Registration.


 


2.2.4
Reduction of Underwritten Offering. In the event of a Demand Registration that is to be an Underwritten Offering or a Shelf
Underwritten Offering, and if any managing Underwriter, in good faith, advises Holdco in writing that, in its opinion, the dollar amount
or number of Registrable Securities desired to be sold under any such Underwritten Offering, taken together with all other Ordinary Shares
or other equity securities that Holdco desires to sell for its own account 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 stockholders of Holdco who
desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in such 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 Holdco shall include in such Underwritten Offering, as follows: (a) first, the Registrable Securities of the Holders participating
in such Underwritten Offering that can be sold without exceeding the Maximum Number of Securities pro rata, based on the respective number
of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable
Securities that all Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro
Rata”); (b) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(a), the Ordinary Shares or other equity securities that Holdco desires to sell for its own account, 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 or other equity securities of other persons or entities that Holdco 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.


 


2.2.5
Demand Registration Withdrawal. Any Holder shall have the right to withdraw all or a portion of its Registrable Securities
included in a Demand Registration pursuant to subsection 2.2.1 or a Shelf Underwritten Offering pursuant to subsection
2.1.3 for any or no reason whatsoever upon written notification to Holdco and the Underwriter or Underwriters (if any) of its
intention to so withdraw at any time prior to (a) in the case of a Demand Registration not involving an Underwritten Offering or
a Shelf Underwritten Offering, the effectiveness of the applicable Registration Statement or (b) in the case of any Demand Registration
involving an Underwritten Offering or any Shelf Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten
Offering; provided, however, that upon withdrawal by a majority-in-interest of the Holders initiating a Demand Registration (or
in the case of a Shelf Underwritten Offering, withdrawal of an amount of Registrable Securities included by the Holders in such Shelf
Underwritten Offering, in their capacity as Holders, being less than the Minimum Amount), Holdco shall cease all efforts to secure effectiveness
of the applicable Registration Statement or complete the Underwritten Offering, as applicable. Holdco shall be responsible for the Registration
Expenses incurred in connection with a Registration pursuant to a Demand Registration or a Shelf Underwritten Offering prior to and including
its withdrawal under this subsection 2.2.5. Any such withdrawal shall be counted towards the limit on Registrations set
forth in subsection 2.2.1.


 






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2.3
Piggyback Registration.


 


2.3.1
Piggyback Rights. If, at any time on or after the date hereof, Holdco 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 stockholders of Holdco, other than a Registration Statement
(a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities
solely to Holdco’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of Holdco,
(d) for a dividend reinvestment plan, (e) filed pursuant to subsection 2.1.1, (f) filed pursuant to Section 2.2,
or (g) filed in connection with any business combination or acquisition involving Holdco, then Holdco shall give written notice of such
proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) 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 methods of distribution (including whether such registration will be pursuant to a shelf registration
statement) and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) describe such Holders’
rights under this Section 2.3 and (C) 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”). Holdco shall, in good faith, cause such
Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggyback
Registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering,
if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included
in a Piggyback Registration on the same terms and conditions as any similar securities of Holdco or Holdco shareholders for whose account
the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended methods of distribution thereof. All such Holders proposing to distribute their Registrable
Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Article
IV, shall enter into an underwriting agreement in customary form with the Underwriters selected for such Underwritten Offering by
Holdco or Holdco shareholders for whose account the Registration Statement is to be filed. For purposes of this Section 2.3,
the filing by Holdco of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect
to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as
Holdco amends or supplements such Registration Statement to include information with respect to a specific offering of Registrable Securities
(and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).
Holdco may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time on its own good faith determination.


 


2.3.2
Reduction of Piggyback Registration. If a Piggyback Registration is to be an Underwritten Offering and any managing Underwriter,
in good faith, advises Holdco and the Holders of Registrable Securities participating in the Piggyback Registration in writing that, in
its opinion, the dollar amount or number of the Ordinary Shares that Holdco desires to sell, taken together with (a) 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, (b) the Registrable Securities as to which registration has been requested
pursuant Section 2.3 hereof, and (c) 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 Holdco, exceeds the Maximum Number of
Securities, then:


 


2.3.2.1
if the Registration is undertaken for Holdco’s account, Holdco shall include in any such Registration (a) first, the
Ordinary Shares or other equity securities that Holdco desires to sell for its own account, 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
2.3.1 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 Holdco,
which can be sold without exceeding the Maximum Number of Securities; and


 


2.3.2.2
if the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then Holdco
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 2.3.1 hereof, 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 Holdco desires
to sell for its own account, 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 Holdco 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.


 






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2.3.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw all or any portion
of its Registrable Securities in a Piggyback Registration for any or no reason whatsoever upon written notification to Holdco and the
Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration
prior to (a) in the case of a Piggyback Registration not involving an Underwritten Offering or Shelf Underwritten Offering, the effectiveness
of the applicable Registration Statement or (b), in the case of any Piggyback Registration involving an Underwritten Offering or any Shelf
Underwritten Offering, prior to the pricing of such Underwritten Offering or Shelf Underwritten Offering. Holdco (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
postpone or 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. Holdco shall be responsible for the Registration Expenses incurred in connection
with the Piggyback Registration prior to its withdrawal under this subsection 2.3.3.


 


2.3.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof or a
Shelf Underwritten Offering effected under subsection 2.1.3; provided, however, that the rights to demand a Piggyback Registration
under this Section 2.3 shall terminate on the second anniversary of the date hereof.


 


2.4
Restrictions on Registration Rights. If (a) during the period starting with the date sixty (60) days prior to
Holdco’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 Holdco initiated Registration and provided that Holdco has delivered written notice to the Holders prior to receipt
of a Demand Registration pursuant to subsection 2.2.1 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 Registration
and Holdco and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (c) in the good
faith judgment of the Board such Registration would be seriously detrimental to Holdco 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 Holdco 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 Holdco 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, Holdco shall have the right to defer such filing for a period of not more than sixty (60) days; provided, however,
that Holdco shall not defer its obligation in this manner more than twice in any twelve (12)-month period (the “Aggregate
Blocking Period”). Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected
or permitted and no Registration Statement shall become effective, with respect to any Lock-Up Securities held by Parent or Sponsor, until
after the expiration of the Lock-Up Period.


 


Article
III

HOLDCO PROCEDURES


 


3.1
General Procedures. If, at any time on or after the date hereof, Holdco is required to effect the Registration of Registrable
Securities, Holdco shall use its reasonable 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 Holdco shall, as promptly as reasonably practicable:


 


3.1.1
prepare and file with the Commission 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;


 






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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 of Registrable Securities included in such Registration or any Underwriter
of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by
Holdco 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
furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, or
such Holders’ legal counsel, copies of the Prospectus included in such Registration Statement (including each preliminary Prospectus)
and each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein),
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 reasonably 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 reasonable best efforts to (a) 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 reasonably request and (b) 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 Holdco and do any and all other acts and things that may be reasonably 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 Holdco 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
use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange or automated quotation
system on which similar securities issued by Holdco 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 any request
by the Commission that Holdco amend or supplement such Registration Statement or Prospectus or the issuance of any stop order by the Commission
suspending the effectiveness of such Registration Statement or Prospectus the initiation or threatening of any proceeding for such purpose
and promptly use its reasonable best efforts to amend or supplement such Registration Statement or Prospectus or prevent the issuance
of any stop order or to obtain its withdrawal if such stop order should be issued, as applicable;


 


3.1.8
at least five (5) business days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement
to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel, and
not to file any such Registration Statement or Prospectus, or amendment or supplement thereto, to which any such Holder or Registrable
Securities shall have reasonably objected on the grounds that such Registration Statement or Prospectus or supplement or amendment thereto,
does not comply in all material respects with the requirements of the Securities Act or the rules and regulations thereunder;


 


3.1.9
notify the Holders of Registrable Securities included in such Registration 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 or the existence of any condition 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;


 






    11


     


    

 


3.1.10
permit a representative of the Holders of Registrable Securities included in such Registration, the Underwriters, if any, and any
attorney or accountant retained by such Holders or Underwriter to participate in the preparation of any Registration Statement, each such
Prospectus included therein or filed with the Commission, and each amendment or supplement thereto, and will give each of them such access
to its books and records and such opportunities to discuss the business, finances and accounts of Holdco and its subsidiaries with its
officers, directors and the independent public accountants who have certified its financial statements as shall be necessary, in the reasonable
opinion of such Holders’ and such Underwriters’ respective counsel, to conduct a reasonable investigation within the meaning
of the Securities Act, and will cause Holdco’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 if requested by Holdco, such representatives or Underwriters shall enter into a confidentiality agreement, in form and substance
reasonably satisfactory to Holdco, prior to the release or disclosure of any such information;


 


3.1.11
obtain a “cold comfort” letter (including a bring-down letter dated as of the date the Registrable Securities are delivered
for sale pursuant to such Registration) from Holdco’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 and any Underwriter;


 


3.1.12
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance
letter, dated such date, of counsel representing Holdco 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 and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory
to 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 Holdco’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), and which requirement will be deemed to be satisfied if Holdco timely files information on Forms 20-F and
6-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;


 


3.1.15
if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $12,500,000, use
its reasonable efforts to make available senior executives of Holdco 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
of Registrable Securities included in such Registration in connection with such Registration.


 


3.2
Registration Expenses. The Registration Expenses of all Registrations shall be borne by Holdco. 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, 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. Any reimbursement or payment by Holdco shall in no event
(a) be duplicative of or (b) limit any provision, in each case which provides for reimbursement of fees and expenses of counsel in any
other contract or agreement between the Holders and Holdco.


 






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3.3
Participation in Underwritten Offerings.


 


3.3.1
No person may participate in any Underwritten Offering for equity securities of Holdco pursuant to a Registration initiated by
Holdco hereunder unless such person (a) agrees to sell such person’s securities on the basis provided in any underwriting arrangements
approved by Holdco and (b) 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.


 


3.3.2
Holdco will use its commercially reasonable efforts to ensure that no Underwriter shall require any Holder to make any representations
or warranties to or agreements with Holdco or the Underwriters other than representations, warranties or agreements regarding such Holder
and such Holder’s intended method of distribution and any other representation required by law, and if, despite Holdco’s commercially
reasonable efforts, an Underwriter requires any Holder to make additional representation or warranties to or agreements with such Underwriter,
such Holder may elect not to participate in such Underwritten Offering (but shall not have any claims against Holdco as a result of such
election). Any liability of such Holder to any Underwriter or other person under such underwriting agreement shall be limited to an amount
equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.


 


3.4
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from Holdco that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies
of a supplemented or amended Prospectus correcting the Misstatement or including the information counsel for Holdco believes to be necessary
to comply with law (it being understood that Holdco hereby covenants to prepare and file such supplement or amendment as soon as reasonably
practicable after the time of such notice such that the Registration Statement or Prospectus, as so amended or supplemented, as applicable,
will not include a Misstatement and complies with law), or until it is advised in writing by Holdco 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 Holdco to make an Adverse Disclosure or would require the inclusion in such Registration Statement of (i) financial statements
that are unavailable to Holdco for reasons beyond Holdco’s control, (ii) audited financial statements as of a date other than Holdco’s
fiscal year end, or (iii) pro forma financial statements that are required to be included in a registration statement, Holdco 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 for a period more than sixty (60) consecutive days or more than two times
in any calendar year, determined in good faith by the Board to be necessary for such purpose; provided that each day of any such suspension
pursuant to this Section 3.4 shall correspondingly decrease the Aggregate Blocking Period available to the Company during any twelve
(12) month period pursuant to Section 2.4 hereof. In the event Holdco 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. Holdco shall immediately notify the Holders of the expiration of
any period during which it exercised its rights under this Section 3.4.


 


3.5
Covenants of Holdco. As long as any Holder shall own Registrable Securities, Holdco, at all times while it shall be a reporting
company under the Exchange Act, covenants and agrees to use reasonable best efforts to file timely (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by Holdco after the date hereof pursuant to Sections 13(a)
or 15(d) of the Exchange Act and to promptly upon request by a Holder furnish such Holder with true and complete copies of such filings.
Holdco 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. Upon the request of any Holder, Holdco shall deliver to such Holder a written
certification of a duly authorized officer as to whether it has complied with such requirements.


 






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Article
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
Holdco agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and
employees and each person who controls (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities
and expenses (including reasonably attorneys’ fees) (collectively, “Claims”), to which any such Holder
or such other persons may become subject, insofar as such Claims arise out of or are based on 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 Claim or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such filing in reliance upon and in conformity with information furnished in writing to Holdco by such Holder expressly
for use therein. Holdco shall indemnify the Underwriters, their officers and directors and each person who controls (within the meaning
of the Securities Act) such Underwriters 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, Holdco may require
that, as a condition to including any Registrable Securities in any Registration Statement, Holdco shall have received an undertaking
reasonably satisfactory to it from such Holder, to indemnify Holdco, its directors and officers and agents and each person who controls
(within the meaning of the Securities Act) Holdco against any Claims, to which Holdco or such other persons may become subject, insofar
as such Claims arise out of or are based on any untrue statement of any 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 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 (within the meaning of the Securities Act) such Underwriters to the same extent
as provided in the foregoing with respect to indemnification of Holdco.


 


4.1.3
Any person entitled to indemnification herein shall (a) 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 (b) 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) and which settlement includes a statement or admission of fault or culpability on the part of such indemnified party
or 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.


 






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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, employee or controlling person of such indemnified party and shall
survive the Transfer of Registrable Securities.


 


4.1.5
If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient
to hold harmless an indemnified party in respect of any Claims, 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 Claims (a) in such proportion as is appropriate
to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on
the other hand from the offering of the Registrable Securities or (b) if the allocation provided by clause (a) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above
but also to reflect the relative fault of the indemnifying party or parties on the other hand in connection with the statements or omissions
that resulted in such Claims, as well as any other relevant equitable considerations; 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.


 


4.1.6
The indemnification required by this Section 4.1 shall be made by periodic payments of the amount thereof once bills are
received or expense, loss, damage or liability is incurred.


 


Article
V

LOCK-UP


 


5.1
Transfer Restrictions. Except as permitted by Section 5.2, no Holder may, directly or indirectly, Transfer any Lock-Up
Securities beneficially owned or owned of record by such Holder until the earliest of: (i) the date that is one year from the date hereof,
(ii) the date on which the closing price of the Ordinary Shares on the Nasdaq Stock Market equals or exceeds $12.50 per Ordinary Share
(as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day
period commencing 150 days after the date hereof, or (iii) such date on which Holdco completes a liquidation, merger, share exchange or
other similar transaction that results in all of Holdco’s stockholders having the right to exchange their Ordinary Shares for cash,
securities or other property (the “Lock-Up Period”). Holdco shall not be obligated to effect any Shelf Registration,
Demand Registration or Piggyback Registration (or any Registration whatsoever) of any Lock-Up Securities prior to the expiration of the
Lock-Up Period.


 


5.2
Lock-Up Period Exceptions. The provisions of Section 5.1 shall not apply to:


 


5.2.1
Transfers of Lock-Up Securities as a bona fide gift or gifts, or to a charitable organization;


 


5.2.2
if the Holder is an individual, Transfers of Lock-Up Securities to a trust, or other entity formed for estate planning purposes
for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such Holder or any other person with
whom such Holder has a relationship by blood, marriage or adoption not more remote than first cousin;


 


5.2.3
if the Holder is an individual, Transfers by will or intestate succession upon the death of such Holder;


 






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5.2.4
the Transfer of Lock-Up Securities by operation of law, such as pursuant to a qualified domestic order or in connection with a
divorce settlement;


 


5.2.5
if the Holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other
business entity, (i) Transfers to another corporation, partnership, limited liability company, trust, syndicate, association or other
business entity that controls, is controlled by or is under common control or management with the Holder, and (ii) distributions of Lock-Up
Securities to its partners, limited liability company members or managers, directors, officers, equity holders or shareholders of the
Holder;


 


5.2.6
Transfers (i) to Holdco (including pursuant to any redemption) or Holdco’s officers, directors or their affiliates and (ii)
to the officers, directors or affiliates of the undersigned;


 


5.2.7
the Transfer of all Lock-Up Securities owned by Parent to any affiliates of Parent;


 


5.2.8
the Transfer of Lock-Up Securities owned by the Sponsor to MG Partners, the Baron Funds or any of their respective affiliates;


 


5.2.9
pursuant to a bona fide third-party tender offer, merger, share sale, recapitalization, consolidation or other transaction involving
a Change in Control of Holdco, provided that in the event that such tender offer, merger, recapitalization, consolidation or other such
transaction is not completed, the Lock-Up Securities subject to this Agreement shall remain subject to this Agreement;


 


5.2.10
 pursuant to a bona fide tender, squeeze out or exchange offer for Ordinary Shares, provided that in the event that such tender,
squeeze out or exchange offer is not completed, the Lock-Up Securities subject to this Agreement shall remain subject to this Agreement;


 


5.2.11
the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not
provide for the transfer of Lock-Up Securities during the Lock-Up Period; and


 


provided, that in the case of any Transfer
or distribution pursuant to subsections ‎5.2.1 through 5.2.8 each donee, distributee or other transferee shall agree in writing,
in form and substance reasonably satisfactory to Holdco, to be bound by the provisions of this Agreement.


 


Article
VI

MISCELLANEOUS


 


6.1
Notices. Any notice or communication under this Agreement must be in writing and given by (a) deposit in the mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (b) delivery in person or by courier
service providing evidence of delivery, or (c) transmission by hand delivery, electronic mail 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 or facsimile, at such time as it is delivered to the addressee (with the delivery receipt
of the intended recipient 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 as follows:


 


if to Holdco or Parent,
to:


 


Codere Online Luxembourg,
S.A.


7 rue Robert Stümper,


L-2557 Luxembourg


Attention: Oscar Iglesias


Email: oscar.iglesias@codere.com


 






    16


     


    

 


Codere Newco, S.A.U.


Avenida de Bruselas 26,


28108, Alcobendas, Madrid
(Spain)


Attention: Angel Corzo


Email: angel.corzo@codere.com


 


in each case
with a copy to:


 


Davis Polk & Wardwell LLP

Paseo de la Castellana, 41

28046 Madrid, Spain

Attention: Michael J. Willisch

Email: michael.willisch@davispolk.com


 


if to Sponsor, to:


 


DD3 Sponsor Group, LLC


Pedregal 24, 3rd Floor,
Interior 300


Colonia Molino del Rey,
Del. Miguel Hidalgo


11040 Mexico City, Mexico

Attention: Jorge Combe

Email: jorge.combe@dd3.mx


 


with a copy to:


 


Greenberg Traurig, P.A.

333 SE 2nd Ave., Suite 4400

Miami, FL 33131

Attention: Alan Annex

Email: annexa@gtlaw.com


 


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 6.1.


 


6.2
Assignment; No Third-Party Beneficiaries.


 


6.2.1
This Agreement and the rights, duties and obligations of Holdco hereunder may not be assigned or delegated by Holdco in whole or
in part.


 


6.2.2
Prior to the expiration of the Lock-Up Period, no Holder may assign or delegate such Holder’s rights, duties or obligations
under this Agreement, in whole or in part, except as permitted in Section 5.2 of this Agreement.


 


6.2.3
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and their
successors and the permitted assigns of the applicable Holders, which shall include Permitted Transferees.


 


6.2.4
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 Section 6.2 hereof.


 






    17


     


    

 


6.2.5
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
Holdco unless and until Holdco shall have received (a) written notice of such assignment as provided in Section 6.1 hereof
and (b) the written agreement of the assignee, in a form reasonably satisfactory to Holdco, 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 6.2 shall be null and void.


 


6.3
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.


 


6.4
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 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.


 


EACH PARTY HERETO ACKNOWLEDGES
AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE,
EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


6.5
Amendments and Modifications. Upon the written consent of Holdco 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 its capacity as a holder of Ordinary
Shares, in a manner that is adverse and 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 Holdco and any other party hereto or any failure or delay on the part of
a Holder or Holdco in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any
Holder or Holdco. 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.


 


6.6
Other Registration Rights; Termination of Prior Agreement. Other than pursuant to the terms of the Equity Agreements, Holdco
represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require Holdco to register any
securities of Holdco for sale or to include such securities of Holdco in any Registration filed by Holdco for the sale of securities for
its own account or for the account of any other person. SPAC, Sponsor and MG Partners hereby terminate the Prior Agreement, which shall
be of no further force and effect and is hereby superseded and replaced in its entirety by this Agreement. Further, SPAC, Holdco and the
Holders represent and warrant that this Agreement supersedes any other registration rights with respect to securities of Holdco or the
SPAC contained in any agreement or agreements among any of the parties hereto, including any registration rights under the Forward Purchase
Agreements, and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall
prevail.


 


6.7
Term. This Agreement shall terminate upon the earlier of (i) the date as of which all of the Registrable Securities have
either (A) been sold pursuant to a Registration Statement or (B) ceased to be Registrable Securities (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 (ii) the date as of which the Holders of all 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, or (iii) the third anniversary of the date hereof. The provisions of Article IV shall survive any termination.


 


[Signature Pages Follow]


 






    18


     


    

 


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


 


	 	HOLDCO:
	 	 	 
	 	Codere Online Luxembourg, S.A. 
	 	 	 
	 	By:	/s/ Moshe Edree
	 	Name:	Moshe Edree
	 	Title:	Managing Director



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    19


     


    

 

	 	PARENT:
	 	 	 
	 	Codere Newco S.A.U.
	 	 
	 	By:	/s/ Vicente di Loreto
	 	Name:	Vicente di Loreto
	 	Title:	Authorized Signatory



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    20


     


    

 

	 	SPONSOR:
	 	 	 
	 	DD3 Sponsor Group, LLC 
	 	 	 
	 	By:	/s/ Jorge Combe
	 	Name:	Jorge Combe
	 	Title:	Manager
	 	 	 
	 	SPAC:
	 	 	 
	 	DD3 Acquisition Corp. II 
	 	 	 
	 	By:	/s/ Martin Werner
	 	Name:	Martin Werner
	 	Title:	Chief Executive Officer



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    21


     


    

 

	 	MG PARTNERS MULTI-STRATEGY FUND LP
	 	 	 
	 	By:	/s/ Bernardo Luis Guerra Treviño
	 	Name:	Bernardo Luis Guerra Treviño
	 	Title:	Director
	 	 	 
	 	By:	/s/ Daniel Valdez Franco
	 	Name:	Daniel Valdez Franco
	 	Title:	Director



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    22


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	4-SQUARE C.V.
	 	 	 
	 	By:	/s/ Iseline Rufina Gouverneur
	 	 	Stichting
    4-Square – General Partner – by its board member Eurofiduciary Management N.V.
	 	Name:	Iseline Rufina Gouverneur
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Marietta Isabel Beaujon
	 	 	Stichting
    4-Square – General Partner – by its board member Eurofiduciary Management N.V.
	 	Name:	Marietta Isabel Beaujon
	 	Title:	Authorized Signatory



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    23


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	ACCIONEX SA DE CV
	 	 	 
	 	By:	/s/ Adrián Sada Cueva
	 	Name:	Adrián Sada Cueva
	 	Title:	Director



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    24


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	ALBION HALL PARTNERS LP
	 	 	 
	 	By:	/s/ Olegario Vazquez Aldir
	 	Name:	Olegario Vazquez Aldir
	 	Title:	Authorized Signatory



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    25


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Alejandro Javier Hauser Canales
	 	 	 
	 	By:	/s/ Alejandro Javier Hauser Canales
	 	Name:	Alejandro Javier Hauser Canales
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    26


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Alfonso Guillen Quevedo
	 	 	 
	 	By:	/s/ Alfonso Guillen Quevedo
	 	Name:	Alfonso Guillen Quevedo
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    27


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Ana Cristina Garza Herrera
	 	 	 
	 	By:	/s/ Ana Cristina Garza Herrera
	 	Name:	Ana Cristina Garza Herrera
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    28


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Andres Aguilar Calvo
	 	 	 
	 	By:	/s/ Andres Aguilar Calvo
	 	Name:	Andres Aguilar Calvo
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    29


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Andres Enrique Garza Herrera
	 	 	 
	 	By:	/s/ Andres Enrique Garza Herrera
	 	Name:	Andres Enrique Garza Herrera
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    30


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Angelo Emmanuel Garcia Arrambide
	 	 	 
	 	By:	/s/ Angelo Emmanuel Garcia Arrambide
	 	Name:	Angelo Emmanuel Garcia Arrambide
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    31


     


    

 

		TRANSFEREE:
	 	 	 
	 	AQUARIUS INVESTMENTS LP 
	 	 	 
	 	By:	/s/ William Blewett
	 	Name:	William Blewett
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Tanya Harder
	 	Name:	Tanya Harder
	 	Title:	Authorized Signatory



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    32


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	BANREGIO SA IBM FID85101378
	 	 	 
	 	By:	/s/ María del Roble Galvan Kruger
	 	Name:	María del Roble Galvan Kruger
	 	Title:	Authorized Signatory



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    33


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Bernardo Guerra Garcia
	 	 	 
	 	By:	/s/ Bernardo Guerra Garcia
	 	Name:	Bernardo Guerra Garcia
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    34


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Bernardo Luis Guerra Treviño
	 	 	 
	 	By:	/s/ Bernardo Luis Guerra Treviño
	 	Name:	Bernardo Luis Guerra Treviño
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    35


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Beryl Medina Gutierrez
	 	 	 
	 	By:	/s/ Beryl Medina Gutierrez
	 	Name:	Beryl Medina Gutierrez
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    36


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	BISCAYNE INVESTMENTS LP 
	 	 	 
	 	By:	/s/ William Blewett
	 	Name:	William Blewett
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Tanya Harder
	 	Name:	Tanya Harder
	 	Title:	Authorized Signatory



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    37


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	CAPITOL PEAK, LP
	 	 	 
	 	By:	/s/ William Blewett
	 	Name:	William Blewett
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Tanya Harder
	 	Name:	Tanya Harder
	 	Title:	Authorized Signatory



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 



    38


     


    

 

	 	TRANSFEREE:
	 	 	 
	 	Claudia Eugenia González Calderon
	 	 	 
	 	By:	/s/ Claudia Eugenia González Calderon
	 	Name:	Claudia Eugenia González Calderon
	 	Title:	Investor



 


[Signature Page
to Registration Rights Agreement and Lock-Up Agreement]


 





    39


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	DABE MT INVESTMENTS, LP
	 	 	 
	 	By:	/s/
    William Blewett
	 	Name:
    	William
    Blewett
	 	Title:
    	Authorized
    Signatory
	 	 	 
	 	By:	/s/
Belen Garcia Mirri
	 	Name:
    	Belen
    Garcia Mirri
	 	Title:
    	Authorized
    Signatory


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    40


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	David Alberto Garza Herrera
	 	 	 
	 	By:	/s/
    David Alberto Garza Herrera 
	 	Name:
    	David
    Alberto Garza Herrera
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    41


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	David Barrera Jaime
	 	 	 
	 	By:	/s/
    David Barrera Jaime
	 	Name:
    	David
    Barrera Jaime
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    42


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	David Villarreal Valle
	 	 	 
	 	By:	/s/
    David Villarreal Valle
	 	Name:
    	David
    Villarreal Valle
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    43


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Domingo Lugardo Chavez Moreno
	 	 	 
	 	By:	/s/
    Domingo Lugardo Chavez Moreno
	 	Name:	Domingo
Lugardo Chavez Moreno
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    44


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Domingo Lugardo Chavez Perez
	 	 	 
	 	By:	/s/
    Domingo Lugardo Chavez Perez
	 	Name:
    	Domingo
    Lugardo Chavez Perez
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    45


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Eduardo Humberto Elizalde Serrano
	 	 	 
	 	By:	/s/
    Eduardo Humberto Elizalde Serrano
	 	Name:	Eduardo
Humberto Elizalde Serrano
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    46


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	EMORY LP 
	 	 	 
	 	By:	/s/
    Tina Kemp
	 	 	Rintiegast Limited and Stagrintie Limited. On behalf of Saint
Maries Partner Ltd. – General Partner
	 	Name:	Tina
Kemp
	 	Title:
    	Authorized
    Signatory


 


	 	By:
    	/s/
    Yvette Glinton
	 	 	Rintiegast Limited and Stagrintie Limited. On behalf of Saint
Maries Partner Ltd. – General Partner
	 	Name:
    	Yvette
    Glinton
	 	Title:	Authorized
    Signatory


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    47


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Eugenio Bautista Morales Zambrano 
	 	 	 
	 	By:	/s/
    Eugenio Bautista Morales Zambrano
	 	Name:
    	Eugenio
    Bautista Morales Zambrano
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    48


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Federico C Medina Gutierrez 
	 	 	 
	 	By:	/s/
    Federico C Medina Gutierrez
	 	Name:
    	Federico
    C Medina Gutierrez
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    49


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	FO IGLOO INVESTMENTS LP 
	 	 	 
	 	By:	/s/
    Courtney Brockhoft
	 	Name:
    	Courtney
    Brockhof
	 	Title:
    	Authorized
    Signatory



 


	 	By:
    	/s/
    Camille Jensen
	 	Name:
    	Camille
    Jensen
	 	Title:
    	Authorized
    Signatory


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    50


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Francisco Javier Puente Garza
	 	 	 
	 	By:	/s/
    Francisco Javier Puente Garza
	 	Name:	Francisco
Javier Puente Garza
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    51


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Francisco Romero Salido
	 	 	 
	 	By:	/s/
    Francisco Romero Salido
	 	Name:
    	Francisco
    Romero Salido
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    52


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	German Jesus Chavez Moreno
	 	 	 
	 	By:	/s/
    German Jesus Chavez Moreno
	 	Name:
    	German
    Jesus Chavez Moreno
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    53


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	GESTION DÁCTIFS MAYCO SEC LP
	 	 	 
	 	By:	/s/
    William Blewett
	 	Name:
    	William
    Blewett
	 	Title:
    	Authorized
    Signatory



 


	 	By:
    	/s/
    Tanya Harder
	 	Name:
    	Tanya
    Harder
	 	Title:
    	Authorized
    Signatory


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    54


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Hernan Saldivar Maldonado
	 	 	 
	 	By:	/s/
    Hernan Saldivar Maldonado
	 	Name:
    	Hernan
    Saldivar Maldonado
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    55


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Jesus Francisco Garza Garcia
	 	 	 
	 	By:	/s/
    Jesus Francisco Garza Garcia
	 	Name:
    	Jesus
    Francisco Garza Garcia
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    56


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Jorge Adrian Zubieta y Landa Ortiz
	 	 	 
	 	By:	/s/
    Jorge Adrian Zubieta y Landa Ortiz
	 	Name:
    	Jorge
    Adrian Zubieta y Landa Ortiz
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    57


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Jose Alejandro Benavides Cavazos
	 	 	 
	 	By:	/s/
    Jose Alejandro Benavides Cavazos
	 	Name:
    	Jose
    Alejandro Benavides Cavazos
	 	Title:
    	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    58


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Jose Emmanuel Mendoza Barragan
	 	 	 
	 	By:	/s/
    Jose Emmanuel Mendoza Barragan
	 	Name:
    	Jose
    Emmanuel Mendoza Barragan
	 	Title:	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






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	 	TRANSFEREE:
	 	 	 
	 	Juan
    Andres Lans Montferrier
	 	 	 
	 	By:	/s/
    Juan Andres Lans Montferrier
	 	Name:	Juan
    Andres Lans Montferrier
	 	Title:	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






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	 	TRANSFEREE:
	 	 	 
	 	Juan
    B Morales Zambrano
	 	 	 
	 	By:	/s/
    Juan B Morales Zambrano
	 	Name:	Juan
    B Morales Zambrano
	 	Title:	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






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	 	TRANSFEREE:
	 	 	 
	 	Katya
    Maria Medina Gutierrez
	 	 	 
	 	By:	/s/
    Katya Maria Medina Gutierrez
	 	Name:	Katya
    Maria Medina Gutierrez
	 	Title:	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






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	 	TRANSFEREE:
	 	 	 
	 	Larissa
    Medina Gutierrez
	 	 	 
	 	By:	/s/
    Larissa Medina Gutierrez
	 	Name:	Larissa
    Medina Gutierrez
	 	Title:	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






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	 	TRANSFEREE:
	 	 	 
	 	Luis
    Armando Montemayor Mendoza
	 	 	 
	 	By:	/s/
    Luis Armando Montemayor Mendoza
	 	Name:	Luis
    Armando Montemayor Mendoza
	 	Title:	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






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	 	TRANSFEREE:
	 	 	 
	 	Lydia
    Maria Chavez Moreno
	 	 	 
	 	By:	/s/
    Lydia Maria Chavez Moreno
	 	Name:	Lydia
    Maria Chavez Moreno
	 	Title:	Investor


 


[Signature
Page to Registration Rights Agreement and Lock-Up Agreement]


 






    65


     


    

 


	 	TRANSFEREE:
	 	 	 
	 	Maria
    Eugenia Garza de la Fuente
	 	 	 
	 	By:	/s/
    Maria Eugenia Garza de la Fuente
	 	Name:	Maria
    Eugenia Garza de la Fuente
	 	Title:	Investor


 


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	 	TRANSFEREE:
	 	 	 
	 	Maria
    Fernanda Garza Rangel
	 	 	 
	 	By:	/s/
    Maria Fernanda Garza Rangel
	 	Name:	Maria
    Fernanda Garza Rangel
	 	Title:	Investor


 


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	 	TRANSFEREE:
	 	 	 
	 	MARSHALLS
    CREEK PARTNERS LP
	 	 	 
	 	By:	/s/
    Olegario Vazquez Raña
	 	Name:	Olegario
    Vazquez Raña
	 	Title:	Authorized
    Signatory


 


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	 	TRANSFEREE:
	 	 	 
	 	Martha
    Patricia Cantu Garcia
	 	 	 
	 	By:	/s/
    Martha Patricia Cantu Garcia
	 	Name:	Martha
    Patricia Cantu Garcia
	 	Title:	Investor


 


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	 	TRANSFEREE:
	 	 	 
	 	Morice
    Elias Zablah Montes de Oca
	 	 	 
	 	By:	/s/
    Morice Elias Zablah Montes de Oca
	 	Name:	Morice
    Elias Zablah Montes de Oca
	 	Title:	Investor


 


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	 	TRANSFEREE:
	 	 	 
	 	Mountain
    Point Investments LP
	 	 	 
	 	By:	/s/
    William Blewett
	 	Name:	William
    Blewett
	 	Title:	Authorized
    Signatory
	 	 	 
	 	By:	/s/
    Tanya Harder
	 	Name:	Tanya
    Harder
	 	Title:	Authorized
    Signatory


 


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	 	TRANSFEREE:
	 	 	 
	 	Neptune
    Peak Limited Partnership
	 	 	 
	 	By:	/s/
    Enrique G. Meyer
	 	Name:	Enrique
    G. Meyer
	 	Title:	Director


 


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	 	TRANSFEREE:
	 	 	 
	 	Octavio Ernesto Rodriguez Leyva
	 	 	 
	 	By:	/s/ Octavio Ernesto Rodriguez Leyva
	 	Name:	Octavio Ernesto Rodriguez Leyva
	 	Title:	Investor





 


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	 	TRANSFEREE:
	 	 	 
	 	PAM
    ENTERPRISES C.V., L.P.
	 	 	 
	 	By:	/s/
    Souleika Coffie
	 	 	Stichting
    PAM Enterprises - General Partner - by its board member Eurofiduciary Management N.V. 
	 	Name:	Souleika Coffie
	 	Title:	Authorized
    Signatory
	 	 	 
	 	By:	/s/
    Marietta Beaujon
	 	 	Stichting
    PAM Enterprises - General Partner - by its board member Eurofiduciary Management N.V. 
	 	Name:	Marietta Beaujon
	 	Title:	Authorized
    Signatory


 


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	 	TRANSFEREE:
	 	 	 
	 	REMAR INVESTMENTS LP
	 	 	 
	 	By:	/s/ William
    Blewett
	 	Name:	William Blewett
	 	Title:	Authorized Signer
	 	 	 
	 	By:	/s/ Tanya Harder
	 	Name:	Tanya Harder
	 	Title:	Authorized Signer


 


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	 	TRANSFEREE:
	 	 	 
	 	Roberto
    Jaime Coindreau
	 	 	 
	 	By:	/s/
    Roberto Jaime Coindreau
	 	Name:	Roberto
    Jaime Coindreau
	 	Title:	Investor


 


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	 	TRANSFEREE:
	 	 	 
	 	Roberto Motta
	 	 	 
	 	By:	/s/ Roberto
    Motta
	 	Name:	Roberto Motta
	 	Title:	Investor


 


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	 	TRANSFEREE:
	 	 	 
	 	Rocio del Carmen Gonzalez Calderon
	 	 	 
	 	By:	/s/ Rocio del
    Carmen Gonzalez Calderon
	 	Name:	Rocio del Carmen Gonzalez Calderon
	 	Title:	Investor


 


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	 	TRANSFEREE:
	 	 	 
	 	Rodrigo Javier Gonzalez Calderon
	 	 	 
	 	By:	/s/ Rodrigo Javier Gonzalez Calderon
	 	Name:	Rodrigo Javier Gonzalez Calderon
	 	Title:	Investor


 


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	 	TRANSFEREE:
	 	 	 
	 	SATIS LIMITED PARTNERSHIP, LP
	 	 	 
	 	By:	/s/ Natalia
    B. Sisnett
	 	 	OBO Saturn Directors Incorporated, The Sole Director
    of the General Partner
	 	Name:	Natalia B. Sisnett
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Trevor P.
    Nagai
	 	 	OBO Saturn Directors Incorporated, The Sole Director
    of the General Partner
	 	Name:	Trevor P. Nagai
	 	Title:	Authorized Signatory


 


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	 	TRANSFEREE:
	 	 	 
	 	SOLONI LIMITED PARTNERSHIP
	 	 	 
	 	By:	/s/
    Natalia B. Sisnett
	 	 	OBO
    Saturn Directors Incorporated Sole Director of the Limited Partner
	 	Name:	Natalia B. Sisnett
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Trevor P.
    Nagai
	 	 	OBO
    Saturn Directors Incorporated Sole Director of the Limited Partner
	 	Name:	Trevor P. Nagai
	 	Title:	Authorized Signatory


 


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	 	TRANSFEREE:
	 	 	 
	 	Valhala Limited Partnership 
	 	 	 
	 	By:	/s/ William
    Blewett
	 	Name:	William Blewett
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Tanya Harder
	 	Name:	Tanya Harder
	 	Title:	Authorized Signatory


 


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	 	TRANSFEREE:
	 	 	 
	 	Victor German Chavez Perez
	 	 	 
	 	By:	/s/ Victor
    German Chavez Perez
	 	Name:	Victor German Chavez Perez
	 	Title:	Investor


 


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	 	TRANSFEREE:
	 	 	 
	 	VIR C.V.
	 	 	 
	 	By:	/s/ Iseline
    Rufina Gouverneur
	 	 	Stichting VIR – General Partner – by its
    board member Eurofiduciary Management N.V.
	 	Name:	Iseline Rufina Gouverneur
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Marietta
    Isabel Beaujon
	 	 	Stichting VIR – General Partner – by its
    board member Eurofiduciary Management N.V.
	 	Name:	Marietta Isabel Beaujon
	 	Title:	Authorized Signatory


 


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	 	TRANSFEREE:
	 	 	 
	 	VO VALOR SA de CV
	 	 	 
	 	By:	/s/ Adrian Sada
    Gonzalez
	 	Name:	Adrian Sada Gonzales
	 	Title:	Director


 


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	 	TRANSFEREE:
	 	 	 
	 	WFZ Partners LP
	 	 	 
	 	By:	/s/ David M.
    Sahargun
	 	By:	WFZ Partners I LLC
	 	Its:	General Partner
	 	By:	NCC Services LLC
	 	Its:	Operating Manager
	 	By:	David M. Sahargun
	 	Its:	Authorized Signatory


 


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	 	BARON GLOBAL ADVANTAGE FUND
	 	 	 
	 	By:	/s/ Patrick
    Patalino
	 	Name:	Patrick Patalino
	 	Title:	General Counsel
	 	 	 
	 	BARON EMERGING MARKETS FUND
	 	 	 
	 	By:	/s/ Patrick
    Patalino
	 	Name:	Patrick Patalino
	 	Title:	General Counsel
	 	 	 
	 	DESTINATIONS INTERNATIONAL EQUITY FUND
	 	 	 
	 	By:	/s/ Patrick
    Patalino
	 	Name:	Patrick Patalino
	 	Title:	General Counsel


 





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ANNEX
A


 


List
of Transferees


 


See
attached.


 






     


     


    

 


List
of Transferees


 


	4-SQUARE
    C.V.
	Accionex
    SA de CV
	ALBION
    HALL PARTNERS LP
	Alejandro
    Javier Hauser Canales
	Alfonso
    Guillen Quevedo
	Ana
    Cristina Garza Herrera
	Andres
    Aguilar Calvo
	Andres
    Enrique Garza Herrera
	Angelo
    Emmanuel Garcia Arrambide
	AQUARIUS
    INVESTMENTS LP
	BANREGIO
    SA IBM FID85101378
	Bernardo
    Guerra Garcia
	Bernardo
    Luis Guerra Trevino
	Beryl
    Medina Gutierrez
	BISCAYNE
    INVESTMENTS LP
	CAPITOL
    PEAK LP
	Claudia
    Eugenia Gonzalez Calderon
	DABE
    MT INVESTMENTS, LP
	David
    Alberto Garza Herrera
	David
    Barrera Jaime
	David
    Villarreal Valle
	Domingo
    Lugardo Chavez Moreno
	Domingo
    Lugardo Chavez Perez
	Eduardo
    Humberto Elizalde Serrano
	Emory
    LP
	Eugenio
    Bautista Morales Zambrano
	Federico
    C Medina Gutierrez
	FO
    IGLOO INVESTMENTS LP
	Francisco
    Javier Puente Garza
	Francisco
    Romero Salido
	German
    Jesus Chavez Moreno
	GESTION
    D ́ACTIFS MAYCO SEC LP



 






     


     


    

 


	Hernan
    Saldivar Maldonado
	Jesus
    Francisco Garza Garcia
	Jorge
    Adrian Zubieta y Landa Ortiz
	Jose
    Alejandro Benavides Cavazos
	Jose
    Emmanuel Mendoza Barragan
	Juan
    Andres Lans Montferrier
	Juan
    B Morales Zambrano
	Katya
    Maria Medina Gutierrez
	Larissa
    Medina Gutierrez
	Luis
    Armando Montemayor Mendoza
	Lydia
    Maria Chavez Moreno
	Maria
    Eugenia Garza de la Fuente
	Maria
    Fernanda Garza Rangel
	MARSHALLS
    CREEK PARTNERS LP
	Martha
    Patricia Cantu Garcia
	Morice
    Elías Zablah Montes de Oca
	Mountain
    Point Investments LP
	Neptune
    Peak Limited Partnership
	Octavio
    Ernesto Rodriguez Leyva
	PAM
    ENTERPRISES C.V.,L.P.
	REMAR
    INVESTMENTS, LP
	Roberto
    Jaime Coindreau
	Roberto
    Motta
	Rocio
    del Carmen Gonzalez Calderon
	Rodrigo
    Javier Gonzalez Calderon
	SATIS
    LIMITED PARTNERSHIP, LP
	SOLONI
    LIMITED PARTNERSHIP
	Valhala
    Limited Partnership
	Victor
    German Chavez Perez
	VIR
    C.V.
	VO
    Valor SA de CV
	WFZ
    Partners LP