Exhibit 10.4


 


STOCKHOLDER SUPPORT AGREEMENT


 


STOCKHOLDER SUPPORT
AGREEMENT, dated as of November 10, 2021 (this “Agreement”), by and among Crown PropTech Acquisitions, a Cayman
Islands exempted company (“CPTK”) EMBUIA LLC, a Nevada limited liability company (the “Key Company Stockholder”),
DBV Investments, L.P., a Delaware limited partnership (“DBV”) and Egis Security Fund II, L.P., a Delaware limited partnership
(“Egis” and, together with the Key Company Stockholder and DBV, the “Stockholders”), each in their
capacity as a stockholder of Brivo, Inc., a Nevada corporation (the “Company”).


 


WHEREAS, CPTK, Crown
PropTech Merger Sub I Corp., a Delaware corporation (“Merger Sub I”), Crown PropTech Merger Sub II LLC, a Delaware
limited liability company (“Merger Sub II”) and the Company propose to enter into, simultaneously herewith, a business
combination agreement substantially in the form attached hereto as Exhibit B (the “BCA”; terms used but
not defined in this Agreement shall have the meanings ascribed to such terms in the BCA), which provides, among other things, that, upon
the terms and subject to the conditions thereof, (i) Merger Sub I will be merged with and into the Company (the “First Merger”),
with the Company surviving the First Merger as the surviving corporation (the “Surviving Corporation”), and (ii) immediately
following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with
and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”),
with Merger Sub II surviving the Second Merger as the surviving company; and


 


WHEREAS, as of the
date hereof, each Stockholder owns of record the number of shares of Company Common Stock and Company Preferred Stock as set forth opposite
such Stockholder’s name on Exhibit A hereto (all such shares of Company Common Stock and Company Preferred Stock and
any shares of Company Common Stock and Company Preferred Stock of which ownership of record or the power to vote is hereafter acquired
by the Stockholders prior to the termination of this Agreement, collectively, the “Shares”).


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby,
the parties hereto hereby agree as follows:


 


1.      Agreement
to Vote.


 


(a)           Subject
to the early termination of this Agreement in accordance with Section 6, from and after the execution and delivery of the
Written Consent by all Stockholders, each Stockholder, severally and not jointly, hereby agrees as follows: (i) to cause and to be
present for purposes of a quorum and to vote at any meeting of the stockholders of the Company, and to vote in any action by written consent
of the stockholders of the Company (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours
after the Company or CPTK requests such delivery), all of such Stockholder’s Shares held by such Stockholder at such time (A) in
favor of the approval and adoption of the BCA and approval of the Mergers and all other transactions contemplated by the BCA (including
but not limited to approval of the Conversion of the Company Preferred Stock held by such Stockholder into Company Common Stock subject
to the occurrence of, and effective immediately prior to, the Effective Time) and (B) against any action, agreement or transaction
or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company
under the BCA, that is to support a transaction as an alternative to the transactions contemplated by the BCA or that would reasonably
be expected to result in the failure of the Mergers to be consummated; and (ii) to cause to be present for purposes of a quorum and
to vote at any meeting of the holders of the Company Preferred Stock, and to vote in any action by written consent of the holders of the
Company Preferred Stock (which written consent shall be delivered promptly, and in any event within twenty-four (24) hours after the Company
or CPTK requests such delivery), all of such Stockholder’s shares of the Company Preferred Stock held by such Stockholder at such
time in favor of the approval of the Conversion of such Company Preferred Stock into Company Common Stock (subject to the occurrence of,
and effective immediately prior to, the Effective Time) as contemplated by Section 3.01(b) of the BCA. Each Stockholder acknowledges
receipt and review of a copy of the BCA. For the avoidance of doubt, nothing herein requires any Stockholder to execute or deliver the
Written Consent and the obligations in this Section 1(a) and Section 7(k) will not be effective until
the Written Consent has been executed and delivered by all of the Stockholders.


 






    


     


    

 


(b)           Solely
with respect to itself and not any other person, each Stockholder hereby covenants, undertakes and agrees, from time to time, until the
termination of this Agreement in accordance with its terms, (i) (x) not to exercise any dissent rights in respect of any transaction
contemplated by the BCA and (y) not to commence or participate in any claim, derivative or otherwise, against the Company relating
to the negotiation, execution or delivery of this Agreement or the BCA or the consummation of any transaction contemplated by the BCA,
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 BCA or any transaction
contemplated by the BCA.


 


2.      Transfer
of Shares. Each Stockholder, severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell, assign,
transfer (including by operation of law), impose liens on, pledge, dispose of or otherwise encumber any of the Shares or otherwise agree
to do any of the foregoing, except for a sale, assignment or transfer pursuant to the BCA or to another stockholder of the Company that
is a party to this Agreement and bound by the terms and obligations hereof, (b) enter into any forward sale, repurchase agreement
or other monetization transaction with respect to any of the Shares, or any right or interest therein, (c) deposit any Shares into
a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to the Shares that
is inconsistent with this Agreement or (d) 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 Shares; provided
that the foregoing shall not prohibit the transfer of the Shares by a Stockholder to an affiliate of such Stockholder, but only if
(i) such affiliate will transfer such Shares 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.


 


3.      No
Solicitation of Transactions. Each Stockholder, severally and not jointly, agrees not to directly or indirectly, through any officer,
director, representative, agent or otherwise, (a) solicit, initiate or knowingly encourage (including by furnishing non-public information)
the submission of, or participate in any discussions or negotiations regarding, any Company Acquisition Proposal or any proposal or offer
that would reasonably be expected to lead to a Company Acquisition Proposal, or (b) participate in any discussions or negotiations
regarding, or furnish to any person, any information with the intent to, or otherwise cooperate in any way with respect to, or knowingly
assist, participate in, facilitate or encourage, any unsolicited proposal that constitutes, or would reasonably be expected to lead to,
a Company Acquisition Proposal in violation of Section 7.05 of the BCA. Each Stockholder shall, and shall direct its respective
representatives and agents to, immediately cease and cause to be terminated any discussions or negotiations with any parties that may
be ongoing with respect to any Company Acquisition Proposal (other than the transactions contemplated by the BCA) to the extent required
by the applicable provisions of the BCA. Each Stockholder may respond to any unsolicited proposal regarding a Company Acquisition Proposal
by indicating that the Company is subject to an exclusivity agreement and that such Stockholder is unable to provide any non-public information
related to the Company or entertain any proposals or offers or engage in any negotiations or discussions concerning a Company Acquisition
Proposal for as long as the BCA remains in effect.


 






    


     


    

 


Notwithstanding
anything in this Agreement to the contrary, (i) no Stockholder shall be responsible, in its capacity as a stockholder of the Company,
for the actions of the Company or the Company Board (or any committee thereof) or any officers, directors, employees and professional
advisors (each in their capacity as such) of the Company, including any such persons that are also officers, directors, employees, representatives,
or agents of such Stockholder (the “Company Related Parties”), with respect to any of the matters contemplated by this
Section 3, (ii) no Stockholder makes any representations or warranties with respect to the actions of any of the Company
Related Parties with respect to any of the matters contemplated by this Section 3, (iii) any breach by the Company of
its obligations under Section 7.05(a) of the BCA shall not be considered a breach of this Section 3 (it being understood
that each Stockholder shall remain responsible for any breach by it or its Representatives (other than any such Representative that is
a Company Related Party) of this Section 3) and (iv) to the extent the Company complies with its obligations under Section 7.05
of the BCA and participates in discussions or negotiations with a Person regarding a Company Acquisition Proposal, each Stockholder and/or
any of its Representatives may engage in discussions or negotiations with such Person to the extent that the Company is permitted to do
so under Section 7.05 of the BCA.


 


4.      CPTK
Shares. If any Stockholder has, or during the term of this Agreement acquires, record or beneficial ownership of any Class A
ordinary shares or Class B ordinary shares of CPTK (all such Class A ordinary shares and Class B ordinary shares of CPTK,
the “CPTK Shares”), Sections 1 and 2 of this Agreement will also apply mutatis mutandis to such
CPTK Shares, any meeting of holders of CPTK Shares (the “CPTK Shareholders”) relating to the BCA and any related approval
by CPTK Shareholders. In addition, to the extent any Stockholder has or acquires CPTK Shares prior to the termination of this Agreement,
such Stockholder agrees not to exercise any CPTK Shareholder redemption rights in connection with any transaction contemplated by the
BCA.


 


5.      Representations
and Warranties. Each Stockholder, severally and not jointly, represents and warrants to CPTK as follows:


 


 (a)          The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to such Stockholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any encumbrance on any Shares (other than under this Agreement, the BCA, the agreements contemplated by the BCA and restrictions on transfer imposed by applicable securities laws and the Company’s Certificate of Incorporation and bylaws) or (iv) conflict with or result in a breach of or constitute a default under any provision of such Stockholder’s governing documents.




 


 (b)           As of the date of this Agreement, such Stockholder owns exclusively of record and has good and valid title to the Shares set forth opposite such Stockholder’s name on Exhibit A free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind, other than pursuant to (i) this Agreement, (ii) applicable securities laws and (iii) the Company’s Certificate of Incorporation and bylaws, and as of the date of this Agreement, such Stockholder has the sole power to vote and right, power and authority to sell, transfer and deliver such Shares, and such Stockholder does not own, directly or indirectly, any other Shares.




 


 (c)           Such Stockholder has the power, authority and capacity to execute, deliver and perform this Agreement and this Agreement has been duly authorized, executed and delivered by such Stockholder.




 






    


     


    

 


6.      Termination.
Notwithstanding anything in this Agreement to the contrary, this Agreement and the obligations of each Stockholder under this Agreement
shall automatically terminate upon the earliest of (a) the Effective Time; (b) the termination of the BCA in accordance with
its terms and (c) the effective date of a written agreement of the parties hereto terminating this Agreement. Upon termination of
this Agreement, none of the parties shall have any further obligations or liabilities under this Agreement; provided that nothing
in this Section 6 shall relieve any party of liability for fraud or any willful breach of this Agreement occurring prior
to termination. The representations and warranties contained in this Agreement and in any certificate or other writing delivered pursuant
hereto shall not survive the Closing or the termination of this Agreement but subject to the proviso to the prior sentence.


 


 7.      Miscellaneous.




 


(a)           Except
as otherwise provided herein or in the BCA, all costs and expenses incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.


 


(b)           All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by e-mail or by registered or certified mail (postage prepaid, return receipt requested)
to the respective parties at the following addresses or e-mail addresses (or at such other address or email address for a party as shall
be specified in a notice given in accordance with this Section 7(b)):


 


If to CPTK, to it at:


 


Crown PropTech Acquisitions


667 Madison Avenue


12th Floor


Attention: Richard Chera


Email: rc@crownproptech.com


 


with a copy to:


 


Davis Polk & Wardwell LLP


450 Lexington Avenue


New York, NY 10017 


Attention: William L. Taylor; Pedro J. Bermeo


Email: william.taylor@davispolk.com;


    pedro.bermeo@davispolk.com


 


If to a Stockholder,
to the address or email address set forth for such Stockholder on the signature page hereof.


 


(c)            If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 






    


     


    

 


(d)           This
Agreement and any other Ancillary Agreement to which a Stockholder is a party (as applicable), constitute the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger,
by operation of law or otherwise), by any party without the prior express written consent of the other parties hereto.


 


(e)           This
Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective permitted assigns, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement. No Stockholder shall be liable for the breach by any other Stockholder of this Agreement.


 


(f)            This
Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument
in writing signed by each of the parties hereto; provided, however, that an amendment, modification or supplement to this
Agreement that only affects a particular Stockholder may be entered into by an instrument in writing signed by CPTK and that particular
Stockholder.


 


(g)           The
parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance
with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy
at law or in equity, and in bond or other security will be required in connection therewith.


 


(h)           This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in
and to be performed in that State. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively
in any Delaware Chancery Court (or if jurisdiction is not then available in any Delaware Chancery Court then in any other state or federal
court in Delaware). The parties hereto hereby (i) submit to the exclusive jurisdiction of the Delaware Chancery Court (or if jurisdiction
is not then available in any Delaware Chancery Court then in any other state or federal court in Delaware) for the purpose of any Action
arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by
way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that
the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any
of the above-named courts.


 


(i)            This
Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in counterparts, and by
the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.


 






    


     


    

 


(j)             Each
Stockholder hereby authorizes the Company and CPTK to publish and disclose in any announcement or disclosure required by the SEC such
Stockholder’s identity and ownership of Shares and the nature of such Stockholder’s obligations under this Agreement; provided,
that prior to any such publication or disclosure the Company and CPTK have provided such Stockholder with an opportunity to review and
comment upon such announcement or disclosure, which comments the Company and CPTK will consider in good faith.


 


(k)            At
the request of CPTK at any time after the execution and delivery of the Written Consent by all Stockholders, and without further consideration,
each party shall execute and deliver or cause to be executed and delivered such additional documents and instruments and take such further
action as may be reasonably necessary to consummate the transactions contemplated by this Agreement. Each Stockholder, severally but not
jointly and severally, agrees (i) to execute and deliver the Registration Rights and Lock-Up Agreement no later than the Closing
and (ii) to accept the consideration be paid to such Stockholder in accordance with Section 4.01(a) of the BCA as the proper
consideration payable to such Stockholder in respect of such Stockholder’s Shares (or any Shares received in respect thereof) in
the transactions contemplated by the BCA.


 


(l)            This
Agreement shall not be effective or binding upon any Stockholder until after such time as the BCA is executed and delivered by the Company,
CPTK, Merger Sub I and Merger Sub II.


 


(m)           Notwithstanding
anything herein to the contrary, each Stockholder signs this Agreement solely in such Stockholder’s capacity as a stockholder of
the Company, and not in any other capacity.


 


(n)           Each
of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect
to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies
that no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not,
in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have
been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual
waivers and certifications in this Section 7(n).


 


[Signature pages follow]


 






    


     


    

 


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


 


	 	Crown
    PropTech Acquisitions
	 	 
	 	By:	/s/
    Richard Chera                  
	 	 
	 	Name: Richard Chera
	 	Title: CEO




 


[Signature
page to Stockholder Support Agreement]


 






    


     


    

 


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


 


	 	EMBUIA LLC
	 	 
	 	By:	/s/ Dean M. Drako         







	 	Name: Dean M. Drako
	 	Title: Manager
	 	Address:	3900 S Hualapai Way, Suite 118 
	 	 	Las Vegas, NV 89147




 


[Signature
page to Stockholder Support Agreement]


 






    


     


    

 


 


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


 


	 	DBV Investments, L.P.
	 	 
	 	By:	/s/ Marcello
    Liguori                    







	 	Name: Marcello Liguori
	 	Title: Vice President
	 	Address:	645 Fifth Ave, 21st Floor
	 	 	New York, NY 10022-5910




 


[Signature
page to Stockholder Support Agreement]


 






    


     


    

 


 


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


 


	 	Egis
    security fund ii, L.P.
	 	 
	 	By:	/s/ Robert Chefitz              






	 	Name: Robert Chefitz
	 	Title: Managing Partner 
	 	Address:	35 Beachwood Rd
	 	 	Suite 2A
	 	 	Summit, NJ 07901




 


[Signature
page to Stockholder Support Agreement]


 






     


     


    

 


EXHIBIT A


 


Description
of Shares


 


	
     

    Key Company Stockholder
	Number of Shares of Company Class A Common Stock Owned	Number of Shares of Company Class B Common Stock Owned	Number of Shares of Company Series A-1 Preferred Stock Owned	Number of Shares of Company Series A-2 Preferred Stock Owned
	Embuia LLC	0	11,000,000	41,000,000	0
	DBV Investments, L.P.	0	0	0	9,399,600
	Egis Security Fund II, L.P.	0	0	0	3,524,850



 






    


     


    

 


EXHIBIT B


 


Business COMBINATION
Agreement