Exhibit 10.1


 


SPONSOR LETTER AGREEMENT


 


This SPONSOR LETTER AGREEMENT (this “Agreement”),
dated as of November 10, 2021, is made and entered into by and among Brivo, Inc., a Nevada corporation (the “Company”),
Crown PropTech Acquisitions, a Cayman Islands exempted company (“Crown”), RBC Capital Markets, LLC (“RBC”),
on its own behalf and as representative of the several Underwriters, Crown PropTech Sponsor, LLC (“Sponsor”), the Insiders
and the Holders (as each such term is defined below, together, each individually a “Party” and collectively the “Parties”),
in respect of and in reference to:


 


(A)            that
certain Underwriting Agreement dated February 8, 2021 (the “Underwriting Agreement”), between Crown, and RBC,
on its own behalf and as representative of the several Underwriters named in Schedule I thereto (the “Underwriters”);


 


(B)            that
certain Letter Agreement dated February 8, 2021 (the “Insider Letter”) among Crown, Sponsor and each of the Insiders
(as such term is defined therein, the “Insiders”); and


 


(C)            that
certain Warrant Agreement dated February 8, 2021 (the “Warrant Agreement”), between Crown and Continental Stock
Transfer & Trust Company, a New York corporation, as warrant agent (“Warrant Agent”); and


 


(D)            that
certain Registration Rights Agreement dated February 8, 2021 (the “Registration Rights Agreement”) by and among
Crown. Sponsor and each of the other Holders (as such term is defined therein, together with Sponsor, the “Holders”).


 


RECITALS


 


WHEREAS, contemporaneously with the execution and
delivery of this Agreement, Crown, the Company, and certain other persons party thereto, have entered into a Business Combination Agreement
(as amended or modified from time to time, the “Transaction Agreement”; capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Transaction Agreement) whereby the parties thereto intend to effect a business combination
between Crown and the Company, on the terms and subject to the conditions set forth therein (collectively, the “Transactions”),
including the domestication (the “Domestication”) of Crown into a Delaware corporation (the “Post-Domestication
Company”);


 


WHEREAS, as of the date hereof, Sponsor, each Insider
and each Holder is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange
Act) of (i) warrants (the “Warrants”) to purchase an aggregate number of Class A Ordinary Shares set forth
on Exhibit A attached hereto opposite such person’s name on such Exhibit, and (ii) the number of Class B ordinary
shares, par value $0.0001, of Crown (“Class B Ordinary Shares”) set forth on Exhibit A attached hereto
opposite such person’s name on such Exhibit;


 






    


     


    

 


WHEREAS, as a result of the Domestication, each
of the Class A ordinary shares, par value $0.0001, of Crown (“Class A Ordinary Shares” and together with
the Class B Ordinary Shares, the “Ordinary Shares”) and Class B Ordinary Shares will be converted, by operation
of law, into shares of Class A Common Stock, par value $0.0001 per share, of the Post-Domestication Company (the “Post-Domestication
Company Class A Common Stock”) on the terms set forth in the Transaction Agreement; and


 


WHEREAS, each of the Parties desires to enter into
and deliver this Agreement to facilitate the Transactions and the business combination to be effected thereby, and to clarify and to the
extent applicable waive or amend certain provisions of each of the Underwriting Agreement, the Warrant Agreement, the Insider Letter and
the Registration Rights Agreement (together, the “Affected Agreements”), in each case on the terms and subject to the
conditions herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the foregoing
and the mutual agreements contained herein, and intending to be legally bound hereby, the Parties hereby agree (as applicable to such
Party) as follows:


 


1.            Underwriting
Agreement. Crown and RBC, on its own behalf and as representative of the several Underwriters, hereby agree as follows:


 


(a)            The
Underwriting Agreement provides for certain representations and warranties and agreements in relation to Ordinary Shares, Founders Shares
and the Amended and Restated Memorandum and Articles of Association (as such terms are defined in the Underwriting Agreement). From and
after the time and date of the Domestication, such terms shall be deemed to refer to the Post-Domestication Company Class A Common
Stock and the Certificate of Domestication and the Certificate of Incorporation of the Post-Domestication Company. In furtherance thereof,
the Domestication, the conversion of the Class A Ordinary Shares and Class B Ordinary Shares into shares of Post-Domestication
Company Class A Common Stock, and the listing and registration of the Post-Domestication Company Class A Common Stock in connection
therewith, is hereby expressly permitted and agreed to by the parties to the Underwriting Agreement, including for purposes of Sections
4(h), 4(o) and 4(dd) of the Underwriting Agreement. For the avoidance of doubt, the representations and warranties and agreements
of Crown set forth in the Underwriting Agreement shall survive the Domestication and consummation of the Transactions, and continue to
be binding upon the Post-Domestication Company, provided that the veracity of any representations and warranties shall be measured only
as of the date of consummation of the Offering (or, if made as of a specified date, as of such specified date), and are not continuing
representations and warranties.


 


(b)            From
and after the Second Effective Time, all communications under the Underwriting Agreement sent to Crown (as “the Company” thereunder)
shall be delivered to:


 


Crown PropTech Acquisitions 


c/o Brivo, Inc. 


7700 Old Georgetown Road,
Suite 300 


Bethesda, MD 20814 


Attention: Mike Voslow 


Email: Mike.Voslow@brivo.com


 






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with
a copy to (which shall not constitute notice):


 


Latham & Watkins
LLP 


10250 Constellation Blvd.,
Suite 1100 


Los Angeles, CA 90067 


Attention: Steven B. Stokdyk,
Ryan J. Maierson 


Email: Steven.Stokdyk@lw.com; Ryan.Maierson@lw.com


 


2.            Insider
Letter. Crown, Sponsor and each Insider hereby agree that (and RBC, on its own behalf and as representative of the several Underwriters,
hereby consents and agrees that) the Insider Letter provides in Section 1 thereof for certain requirements of Sponsor and the Insiders
in respect of Business Combinations (as defined therein), including in respect of voting in favor thereof and forgoing redemption rights
in respect thereof. The Transactions constitute a Business Combination and Sponsor and each Insider will comply with its, his or her respective
obligations under such Section 1.


 


3.            Working
Capital Loans. The Prospectus (as such term is defined in the Underwriting Agreement) permits loans made by the Sponsor or an affiliate
of the Sponsor or any of the Company’s officers or directors (each, a “Lender”), on such terms as to be determined by
Crown from time to time, to finance transaction costs in connection with an intended initial Business Combination (“Working Capital
Loans”). Each of the Insider Letter, the Warrant Agreement and the Registration Rights Agreement contemplates that up to $1,500,000
of Working Capital Loans may be convertible into warrants at a price of $1.50 per warrant, at the option of the Lender.


 


4.            Registration
Rights Agreement. Each of Crown, Sponsor, and each Holder hereby agrees that the Registration Rights Agreement is being amended and
restated in its entirety, and superseded, in connection with the Closing (such Registration Rights Agreement as amended and restated,
the “Amended and Restated Registration Rights Agreement”), and until such time as the Closing occurs (or this Agreement
is terminated in accordance with its terms), all references in the Registration Rights Agreement to the Founder Shares Lock-Up Period
shall mean the period of restriction on Transfer of the Founder Shares set forth in Section 4.1 of the Amended and Restated Registration
Rights Agreement. Sponsor and each Holder agrees to execute and deliver the Amended and Restated Registration Rights Agreement no later
than the Closing. Upon the effectiveness of the Amended and Restated Registration Rights Agreement, Section 7(a) of the Insider
Letter will terminate.


 


5.            Anti-Dilution
Adjustment Waiver. Sponsor, who is the holder of at least a majority of the outstanding Class B Ordinary Shares, hereby waives
on behalf of the holders of all Class B Ordinary Shares, pursuant to and in compliance with the provisions of the Amended and Restated
Memorandum and Articles of Association of Crown (the “Articles”), any adjustment to the conversion ratio set forth in Section 17
of the Articles, and any rights to other anti-dilution protections with respect to the Class B Ordinary Shares (or the shares of
Post-Domestication Company Class A Common Stock issued upon conversion thereof in connection with the Domestication), that may result
from the Private Placements (as such term is defined in the Transaction Agreement) and/or the consummation of the Transactions.


 






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6.            Voting.
The following provisions will apply until the First Effective Time:


 


(a)            Solely
with respect to itself and not any other person, each of Sponsor, each Insider and each Holder (each, a “Shareholder”)
hereby covenants, undertakes and agrees, from time to time, until the termination of this Agreement in accordance with its terms:


 


(i)            to
cause to be counted as present for purposes of establishing a quorum all shares of Crown then owned by such person (the “Subject
Securities”) at any meeting of any of the securityholders of Crown at which the Shareholder is entitled to vote, or in any action
by written consent of the securityholders of Crown, in favor of the approval, consent, ratification and adoption of the Transaction Agreement,
the Transactions and the matters related thereto;


 


(ii)            to
vote or cause to be voted (in person, by proxy, by action by written consent, as applicable or as otherwise may be required under Crown’s
Amended and Restated Memorandum and Articles of Association) all the Subject Securities, in favor of the Transaction Agreement, the Transactions
and the matters related thereto;


 


(iii)            to
vote (in person, by proxy or by action by written consent, as applicable) all the Subject Securities in opposition to (A) any proposal
with respect to any other transaction offered as an alternative to the Transaction Agreement or the Transactions; and (B) any other
matter, action or proposal which would reasonably be expected to result in a breach of any representation, warranty, covenant or other
obligation of Crown under the Transaction Agreement if such breach requires securityholder approval and is communicated as being such
a breach in a notice in writing delivered by the Company to the Shareholder;


 


(iv)            (a) not
to sell, assign, transfer (including by operation of law), impose liens on, pledge, dispose of or otherwise encumber any of the Subject
Securities or otherwise agree to do any of the foregoing, except for a sale, assignment or transfer pursuant to the Transaction Agreement
or to another stockholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof, (b) not
to enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Securities,
or any right or interest therein, (c) not to deposit any Subject Securities into a voting trust or enter into a voting agreement
or arrangement or grant any proxy or power of attorney with respect to the Subject Securities that is inconsistent with this Agreement
or (d) not to enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition
or sale, assignment, transfer (including by operation of law) or other disposition of any Subject Securities; provided that the
foregoing shall not prohibit the transfer of the Subject Securities by a Shareholder to an affiliate of such Shareholder, but only if
(i) such affiliate will transfer such Subject Securities back to the transferor if it shall cease to be an affiliate, (ii) such
affiliate shall execute this Agreement or a joinder agreeing to become a party to this Agreement and (iii) the transferor shall
be responsible for any breach of this Agreement by such affiliate; and


 


(v)            not
to (x) exercise any dissent rights in respect of any transaction contemplated by the Transaction Agreement, (y) exercise any
rights at redemption in respect of any Ordinary Shares in connection with any transaction contemplated by the Transaction Agreement or
(z) commence or participate in any claim, derivative or otherwise, against the Company relating to the negotiation, execution or
delivery of this Agreement or the Transaction Agreement or the consummation of the Transactions, including any claim (1) challenging
the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (2) alleging a breach of any fiduciary
duty of the board of directors of the Company in connection with this Agreement, the Transaction Agreement or the Transactions.


 






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(b)            If
the Shareholder acquires any additional Subject Securities following the date hereof, the Shareholder acknowledges that such additional
Subject Securities shall be deemed to be Subject Securities for the purposes of this Agreement.


 


(c)            Notwithstanding
anything in this Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of Crown or the board of
directors of Crown (or any committee thereof) or any officers, directors (in their capacity as such), employees or professional advisors
of any of the foregoing (the “Crown Parties”), and (ii) the Shareholder is not making any representations or warranties
with respect to the actions of any of the Company Parties.


 


7.            Unvested
Shares. Sponsor hereby agrees as follows:


 


(a)            A
total of 2,384,000 of the shares of the Post-Domestication Company Class A Common Stock to be issued to Sponsor will be subject to
vesting and forfeiture as set forth in this Section 5 (such shares, the “Unvested Shares”).


 


(b)            1,192,000
of the Unvested Shares (such number of shares being referred to as the “$13.00 Unvested Shares”) will automatically
vest if the Stock Price equals or exceeds $13.00 per share on any twenty (20) Trading Days (which may be consecutive or not consecutive)
within any consecutive thirty (30) Trading Day period that begins at any time after the Closing Date and ends on or prior to the five
(5) year anniversary of the Closing Date (the first occurrence of the foregoing is referred to herein as the “$13.00 Share
Price Milestone” and the five (5) year period following the Closing Date is referred to herein as the “Vesting
Period”).


 






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(c)            1,192,000
of the Unvested Shares (such number of shares being referred to as the “$15.00 Unvested Shares”), and if not previously vested,
all of the $13.00 Unvested Shares, will automatically vest if the Stock Price equals or exceeds $15.00 per share on any twenty (20) Trading
Days (which may be consecutive or not consecutive) within any consecutive thirty (30) Trading Day period that begins at any time after
the Closing Date and ends on or prior to the expiration of the Vesting Period (the first occurrence of the foregoing is referred to herein
as the “$15.00 Share Price Milestone” and, each of the $15.00 Share Price Milestone and the $13.00 Share Price Milestone,
a “Milestone”).


 


(d)            Sponsor
shall have all of the rights of a stockholder with respect to the Unvested Shares, including the right to receive dividends and to vote
such shares; provided that, subject to the vesting provisions of this Section 7, the Unvested Shares shall not entitle the
holder thereof to consideration in connection with any sale or other transaction, other than as set forth below in clause (g) of
this Section 7, and may not be offered, sold, transferred, redeemed, assigned, pledged, hypothecated, encumbered or otherwise
disposed of (whether by operation of law or otherwise) by such holder or be subject to execution, attachment or similar process without
the consent of the Post-Domestication Company, and shall bear a customary legend with respect to such transfer restrictions; provided,
further, that transfers are permitted (i) to Permitted Transferees who shall (A) be subject to the restrictions in this clause
(d) as if they were the original holders of such Unvested Shares (and the original holder will also be responsible for any breach
of such restrictions by such Permitted Transferee) and (B) promptly transfer such Unvested Shares back to the original holder thereof
if they cease to be a Permitted Transferee for any reason prior to the date such Unvested Shares become freely transferable in accordance
herewith; (ii) in the case of an individual, by a gift to a member of the individual’s immediate family or to a trust, the
beneficiary of which is a member of one of the individual’s immediate family or to a charitable organization; (iii) in the
case of an individual, by virtue of laws of descent and distribution upon death of the individual; or (iv) in the case of an individual,
pursuant to a qualified domestic relations order; provided, further, that, in the case of clauses (ii) to (iv),
such transferee executes and delivers to the Post-Domestication Company a written agreement, in form and substance reasonably acceptable
to the Post-Domestication Company, agreeing to be bound by the restrictions in this clause (d) and the transferor will be
responsible for any breach by the transferee. Any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose
of such Unvested Shares shall be null and void.


 


(e)            If,
upon the expiration of the Vesting Period, the $13.00 Share Price Milestone and/or the $15.00 Share Price Milestone have not occurred,
then all Unvested Shares which would vest in connection with such relevant Milestone shall be automatically forfeited and deemed transferred
to the Post-Domestication Company and shall be automatically cancelled by the Post-Domestication Company and cease to exist. For the avoidance
of doubt, prior to such forfeiture, all Unvested Shares shall be entitled to currently receive any dividends or distributions made to
the holders of the Post-Domestication Company Class A Common Stock and the holders thereof shall be entitled to currently exercise
the voting rights generally granted to holders of Post-Domestication Company Class A Common Stock, and all Unvested Shares shall
appear as issued and outstanding on the balance sheet of the Post-Domestication Company and such shares shall be treated as legally outstanding
under applicable state law.


 






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(f)            In
the event of occurrence of any Milestone, as soon as practicable (but in any event within five (5) Business Days), the Post-Domestication
Company shall (i) deliver written notice to the holders of the Unvested Shares as of any such date regarding the vesting of the applicable
Unvested Shares, (ii) release the applicable Unvested Shares from the transfer restrictions and other restrictions in this Section 5
and (iii) remove any related legends applicable to such Unvested Shares.


 


(g)            If,
during the Vesting Period, (i) there is a transaction that results in the shares of the Post-Domestication Company Class A Common
Stock being converted into the right to receive cash or other consideration having a value (in the case of any non-cash consideration,
as provided in the definitive transactions documents for such transaction, or if not so provided, determined by the board of directors
of the Post-Domestication Company in good faith) in excess of the Stock Price threshold set forth in a Milestone, then the Unvested Shares
subject to the applicable Milestone shall become vested immediately prior to the consummation of such transaction, or otherwise treated
as so vested in connection therewith, so as to ensure that the recipients of such Unvested Shares shall receive all proceeds in respect
of such Unvested Shares in connection with such transaction, and (ii) there is a transaction that will result in the shares of the
Post-Domestication Company Class A Common Stock being converted into the right to receive cash or other consideration having a value
(in the case of any non-cash consideration, provided in the definitive transactions documents for such transaction, or if not so provided,
as determined by the current board of directors of the Post-Domestication Company in good faith) less than the Stock Price threshold set
forth in a Milestone, then the Unvested Shares that remain subject to the applicable Milestones shall automatically be cancelled and the
Sponsor shall have no further right to receive such Unvested Shares.


 


(h)            If
the Post-Domestication Company shall, at any time or from time to time, after the date hereof effect a subdivision, share or stock split,
share or stock dividend, reorganization, combination, recapitalization or similar transaction affecting the outstanding Ordinary Shares
or Post-Domestication Company Class A Common Stock, as applicable, the number of Unvested Shares subject to vesting pursuant to,
and the stock price targets set forth in, clauses (a) and (b) of this paragraph 5, shall be equitably adjusted
for such subdivision, share or stock split, share or stock dividend, reorganization, combination, recapitalization or similar transaction.
Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes
effective or such other date as is appropriate to achieve the intent of this clause (h).


 






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8.            Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, (a) no Shareholder makes any agreement or understanding
herein in any capacity other than in the Shareholder’s capacity as a record holder and beneficial owner of the Subject Securities,
and, without limiting the generality of the foregoing, no Shareholder makes any agreement or understanding herein in the Shareholder’s
capacity as a director, officer or employee of Crown or any of Crown’s Subsidiaries, as applicable, and (b) nothing herein
will be construed to limit or affect any action or inaction by a Shareholder in its capacity as a member of the board of directors of
Crown or as an officer, employee or fiduciary of Crown, in each case, acting in such person’s capacity as a director, officer,
employee or fiduciary of Crown.


 


9.            Acknowledgment.
Each Party understands and acknowledges that each of the other Parties is entering into the Transaction Agreement in reliance upon such
Party’s execution and delivery of this Agreement. Each Party has had the opportunity to read the Transaction Agreement, this Agreement
and the Affected Agreements and has had the opportunity to consult with its tax and legal advisors in respect thereof.


 


10.            Termination.
This Agreement and all of its provisions shall automatically terminate and be of no further force or effect upon the termination of the
Transaction Agreement in accordance with its terms; provided that, with respect to any given Shareholder, in the event of the amendment
or modification of the Transaction Agreement, without such Shareholder’s prior written consent, to change adversely to the Shareholder
the amount or form of the consideration payable under the Transactions, this Agreement and all of its provisions shall, with respect to
such Shareholder, automatically terminate and be of no further force or effect. Upon full termination of this Agreement, all obligations
of the Parties under this Agreement will terminate, without any liability or other obligation on the part of any Party to any person in
respect hereof or the transactions contemplated hereby (other than liability of any Party for any fraud or any willful breach of this
Agreement prior to such termination), and in the event of any termination of this Agreement with respect only to one or more Shareholders
as set forth in the proviso to the preceding sentence, all rights and obligations of the Parties under this Agreement with respect to
such Shareholder or Shareholders shall terminate, without any liability or obligation on the part of any person in respect hereof or the
transactions contemplated hereby, but such termination will not affect this Agreement as it relates to the other Parties.


 






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11.            Governing
Law. This Agreement, the rights and duties of the Parties, and any disputes (whether in contract, tort or statute) arising out of,
under or in connection with this Agreement will be governed by and construed and enforced in accordance with the laws of the State of
Delaware, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would
require or permit the application of the laws of another jurisdiction. All actions arising out of, under or in connection with this Agreement
or the Transactions shall, to the fullest extent permitted by applicable Law, be heard and determined exclusively in the Court of Chancery
of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then
any such legal action may be brought in any state or federal court located in the State of Delaware. To the fullest extent permitted
by applicable Law, the parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves
and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement or the Transactions
brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in the
State of Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any
such court in the State of Delaware as described herein. Each Party hereby waives, and agrees not to assert, as a defense in any action,
suit or proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction, or that such action, suit
or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this
Agreement may not be enforced in or by such courts. The Parties hereby consent to and grant any such court jurisdiction over the person
of such Parties and over the subject matter of any such dispute and agree that mailing of process or other papers in connection with
any such action, suit or proceeding in the manner provided in Section 17 or in such other manner as may be permitted by law, will
be valid and sufficient service thereof.


 


12.            Waiver
of Jury Trial. To the extent not prohibited by applicable law that cannot be waived, each of the Parties irrevocably waives any right
it may have to trial by jury in respect of any litigation based on, arising out of, under or in connection with this Agreement or any
course of conduct, course of dealing, verbal or written statement or action of any Party related thereto, in each case, whether now existing
or hereafter arising, and whether in contract, tort, statute, equity or otherwise. Each Party hereby further agrees and consents that
any such litigation shall be decided by court trial without a jury and that the Parties to this Agreement may file a copy of this Agreement
with any court as written evidence of the consent of the Parties to the waiver of their right to trial by jury.


 


13.            Assignment.
This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties and their respective heirs,
successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (including
by operation of law) without the prior written consent of the Parties.


 


14.            Specific
Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that monetary damages may not
be an adequate remedy for such breach and the non-breaching Party shall be entitled to injunctive relief, in addition to any other remedy
that such Party may have in law or in equity, and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery
of the State of Delaware or, if that court does not have jurisdiction, any state or federal court located in the State of Delaware and
the non-breaching Party will not be required to post any bond or other security in connection therewith. Without limiting the foregoing,
each of the Parties acknowledges and agrees that the Company is a beneficiary of each of the provisions of this Agreement and has the
right to enforce the same it its own name.


 


15.            Amendment.
This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery
of a written agreement executed by all of the Parties.


 


16.            Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.


 






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17.            Notices.
All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly
given (a) if personally delivered, on the date of delivery; (b) if delivered by express courier service of national standing
for next day delivery (with charges prepaid), on the Business Day following the date of delivery to such courier service; (c) if
delivered by telecopy (with confirmation of delivery), on the date of transmission if on a Business Day before 5:00 p.m. local time
of the recipient Party (otherwise on the next succeeding Business Day); (d) if delivered by electronic mail, on the date of transmission
if on a Business Day before 5:00 p.m. local time of the business address of the recipient Party (otherwise on the next succeeding
Business Day); and (e) if deposited in the United States mail, first-class postage prepaid, on the date of delivery, in each case
to the appropriate addresses or electronic mail addresses set forth below (or to such other addresses or electronic mail addresses as
a Party may designate by notice to the other Parties in accordance with this Section 17):


 


(a)            If
to Crown, to its address of record under the Transaction Agreement;


 


(b)            If
to RBC as representative of the several Underwriters, to its address of record under the Underwriting Agreement;


 


(c)            If
to Sponsor or to the Insiders, to their respective addresses of record under the Insider Letter; and


 


(d)            If
to the Holders, to their respective addresses of record under the Registration Rights Agreement.


 


18.            Counterparts.
This Agreement may be executed in two or more counterparts (any of which may be delivered by facsimile or electronic transmission), each
of which shall constitute an original, and all of which taken together shall constitute one and the same instrument


 


19.            Entire
Agreement. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions
of any Affected Agreement, this Agreement shall control with respect to the subject matter thereof. This Agreement, the Affected Agreements
(as modified hereby) and the Transaction Agreement constitute the entire agreement and understanding of the Parties in respect of the
subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Parties to the extent they
relate in any way to the subject matter hereof.


 


20.            Non-Recourse.
This Agreement may only be enforced against, and any action, suit, claim, investigation, or proceeding based upon, arising out of or
related to this Agreement may only be brought against the Persons that are expressly named as parties to this Agreement or as expressly
contemplated hereby. Except to the extent named as a party to this Agreement or as expressly contemplated hereby, and then only to the
extent of the specific obligations of such parties set forth in this Agreement, no past, present or future shareholder, member, partner,
manager, director, officer, employee, Affiliate, agent or advisor of any party to this Agreement will have any liability (whether in
contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or liabilities
of any of the parties to this Agreement or for any action, suit, claim, investigation, or proceeding based upon, arising out of or related
to this Agreement.


 


[Signature Page Follows]


 






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


 


	COMPANY:	 
	 	 
	BRIVO, INC.	 
	 	 
	By: 	/s/ Steve Van
    Till                   	 
	Name (Printed): Steve Van Till 	 
	Title: President and Chief Executive Officer	 




 


[Signature
Page to the Sponsor Letter Agreement]


 






    


     


    

 


	CROWN:	 
	 	 
	CROWN PROPTECH ACQUISITIONS	 
	 	 
	By: 	/s/ Richard Chera  	 
	Name (Printed): Richard Chera	 
	Title: CEO	 




 


[Signature
Page to the Sponsor Letter Agreement]


 






    


     


    

 


	RBC:	 
	 	 
	RBC CAPITAL MARKETS, LLC	 
	 	 
	By: 	/s/ Amir Emami	 
	Name (Printed): Amir Emami	 
	Title: Managing Director	 




 


[Signature
Page to the Sponsor Letter Agreement]


 






    


     


    

 


	SPONSOR:	 
	 	 
	CROWN PROPTECH SPONSOR, LLC	 
	 	 
	By: 	/s/ Richard Chera	 
	Name (Printed): Richard Chera	 
	Title: CEO	 




 


[Signature
Page to the Sponsor Letter Agreement]


 






    


     


    

 


	INSIDERS:	 
	 	 
	/s/ Richard Chera	 
	Name: Richard Chera	 
	 	 
	/s/ Pius Springer	 
	Name: Pius Springer	 
	 	 
	/s/ Mohammad Rasheq Zarif	 
	Name: Mohammad Rasheq Zarif	 
	 	 
	/s/ Martin Enderle	 
	Name: Martin Enderle	 
	 	 
	/s/ Melissa Holladay	 
	Name: Melissa Holladay	 
	 	 
	/s/ Stephen Siegel	 
	Name: Stephen Siegel	 
	 	 
	/s/ Frits van Paasschen	 
	Name: Frits van Paasschen	 
	 	 
	/s/ Maurice Zeitouni	 
	Name: Maurice Zeitouni	 
	 	 
	/s/ Anusha Kukreja	 
	Name: Anusha Kukreja	 




 


[Signature
Page to the Sponsor Letter Agreement]


 






     


     


    





Exhibit A


 


Beneficial Ownership


 


	Name and Address	 	Class B Ordinary Shares	 	 	Warrants	 
	Sponsor:	 	 	 	 	 	 	 	 
	Crown PropTech Sponsor, LLC	 	 	5,960,000	 	 	 	4,010,667	 
	Insiders:	 	 	 	 	 	 	 	 
	Anusha Kukreja	 	 	25,000	 	 	 	--	 
	Maurice Zeitouni	 	 	25,000	 	 	 	--	 
	Melissa Holladay	 	 	50,000	 	 	 	--	 
	Martin Enderle	 	 	50,000	 	 	 	--	 
	Stephen Siegel	 	 	50,000	 	 	 	--	 
	Frits van Paasschen	 	 	50,000	 	 	 	--