Exhibit 10.4

    

      FORM OF REGISTRATION RIGHTS AGREEMENT

       

      

      THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January [●], 2021, by and among Dream
        Finders Homes, Inc., a Delaware corporation (the “Company”), and each of the stockholders listed on Schedule A hereto, each of which is referred to in this Agreement as a “Holder.”

       

        

      RECITALS

       

        

      WHEREAS, the Holders and the Company hereby agree that this Agreement shall govern the rights of the Holders to
        cause the Company to register Class A Common Stock (as defined below) held or issuable to the Holders as set forth in this Agreement;

       

        

      NOW, THEREFORE, the parties hereby agree as follows:

       

      

      1.          

      Definitions.  For purposes of this Agreement:

       

        

      1.1          

      “Adverse Disclosure” means public disclosure of material non‐public
          information that, in the Board of Directors’ good faith judgment, after consultation with independent outside counsel to the Company, (a) would be required to be made in any Registration Statement or report filed with the SEC by the Company so
          that such Registration Statement from and after its effective date, does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
          (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or report; and (c) would have a material adverse effect on the Company or its business or on the Company’s ability
          to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction.

       

        

      1.2          

      “Affiliate” means, with respect to any specified Person, any other Person
          who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, manager, officer or director of such Person or any venture capital or
          private equity fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

       

        

      1.3          

      “Board of Directors” means the board of directors of the Company.

       

        

      1.4          

      “Business Day” means any day of the year on which national banking
          institutions in Jacksonville, Florida are open to the public for conducting business and are not required or authorized to close.

       

        

      1.5          

      “Class A Common Stock” means the Class A common stock, par value $0.01
          per share, of the Company.

       

        

      1.6          

      “Class B Common Stock” means the Class B common stock, par value $0.01
          per share, of the Company.

       

        

      1.7          

      “Damages” means any loss, damage, claim or liability (joint or several)
          to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon:  (a) any
          untrue statement or alleged untrue statement of a material fact contained in any Registration Statement of the Company, including any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto; (b) an
          omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or
          Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

      
        
          


      

      
      1.8          

      “Demand Notice” has the meaning given to such term in Section 2.1(a).

       

        

      1.9          

      “Demand Period” has the meaning given to such term in Section 2.1(d).

       

        

      1.10          

      “Demand Suspension” has the meaning given to such term in Section
            2.1(c).

       

        

      1.11          

      “Exchange Act” means the Securities Exchange Act of 1934, as amended, and
          the rules and regulations promulgated thereunder.

       

        

      1.12          

      “Excluded Registration” means (a) a registration relating to the sale of
          securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (b) a registration relating to an SEC Rule 145 transaction; (c) a registration on any form that does not include substantially the
          same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (d) a registration in which the only Class A Common Stock being registered is Class A Common Stock issuable upon
          conversion of debt securities that are also being registered.

       

        

      1.13          

      “FINRA” means the Financial Industry Regulatory Authority, Inc.

      

        

      1.14          

      “Free Writing Prospectus” shall mean any “free writing prospectus” as
          defined in Rule 405 promulgated under the Securities Act.

       

        

      1.15          

      “Form S-1” means such form under the Securities Act as in effect on the
          date hereof, Form F-1 or any successor registration form thereto under the Securities Act subsequently adopted by the SEC.

       

        

      1.16         

       “Form S-3” means such form under the Securities Act as in effect on the
          date hereof, Form F-3 or any registration form thereto under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

       

        

      1.17          

      “Holder” has the meaning given to such term in the preamble.

       

        

      1.18          

      “Immediate Family Member” means a child, stepchild, grandchild, parent,
          stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.

       

        

      1.19          

      “Initiating Holder” means Mr. Zalupski, on behalf of himself or POZ
          Holdings, Inc., after properly initiating a registration request under this Agreement.

       

        

      1.20          

      “IPO” means the Company’s first underwritten public offering of its Class
          A Common Stock under the Securities Act, which closed on January [●], 2021.

       

        

      1.21          

      “Mr. Zalupski” means Patrick O. Zalupski, the President, Chief Executive
          Officer and Chairman of the Board of Directors of the Company.

       

        

      1.22          

      “Notice” has the meaning given to such term in Section 3.15.

      
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      1.23          

      “Person” means any individual, corporation, partnership, trust, limited
          liability company, association or other entity.

       

        

      1.24          

      “POZ Holdings, Inc.” means POZ Holdings, Inc., a Florida corporation,
          which is owned by Mr. Zalupski.

       

        

      1.25          

      “Prospectus” means the prospectus included in any Registration Statement,
          all amendments and supplements to such prospectus, including pre- and post-effective amendments to such Registration Statement, and all other material incorporated by reference in such prospectus.

       

        

      1.26          

      “Registrable Securities” means (a) any Class A Common Stock owned by the
          Holders, (b) any Class A Common Stock held by any Holder that may be issued or distributed or be issuable in respect of any such shares by way of conversion, dividend, stock split or other distribution, merger, consolidation, exchange,
          recapitalization or reclassification or similar transaction, including those shares of Class A Common Stock that may be issued upon conversion of Class B Common Stock, (c) any Class A Common Stock issued as a distribution with respect to, or in
          exchange for or in replacement of any of such shares, and (d) any Class A Common Stock issued or transferred in exchange for or upon conversion of any of such shares as a result of a merger, consolidation, reorganization or otherwise (including,
          without limitation, any securities issued upon the conversion of the Company to a successor corporation) and any other securities issued to any of the Holder in connection with any such transaction; excluding in all cases, however, any
          Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Section 3.1, and excluding for purposes of Section 2 any Class A Common Stock for which
          registration rights have terminated pursuant to Section 2.11 of this Agreement.

       

        

      1.27         

      “Registrable Securities then outstanding” means the number of shares
          determined by adding the number of shares of outstanding Class A Common Stock that are Registrable Securities and the number of shares of Class A Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible
          securities that are Registrable Securities, including Class B Common Stock.

       

        

      1.28          

      “Registration Statement” means any registration statement of the Company
          filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective
          amendments, and all exhibits and all material incorporated by reference in such registration statement.

       

        

      1.29          

      “SEC” means the Securities and Exchange Commission.

       

        

      1.30          

      “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities
          Act.

       

        

      1.31          

      “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities
          Act.

       

        

      1.32          

      “Securities Act” means the Securities Act of 1933, as amended, and the
          rules and regulations promulgated thereunder.

       

        

      1.33          

      “Selling Expenses” means all underwriting discounts, selling commissions,
          and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section


            2.6.

      
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      1.34          

      “Selling Holder Counsel” has the meaning given to such term in Section


            2.6.

       

        

      1.35          

      “Underwritten Offering” means a sale of securities of the Company to an
          underwriter or underwriters for reoffering to the public.

       

        

      1.36         

      “WKSI” means a “well known seasoned issuer” as defined in Rule 405
          promulgated under the Securities Act.

       

        

      2.          

      Registration Rights.  The Company covenants and agrees as follows:

       

        

      2.1          

      Demand Registration.

       

        

      (a)         

       Form S-1 Demand.  If at any time after one hundred eighty (180) days after the effective date of the
          Registration Statement for the IPO, the Company receives a request from the Initiating Holder that the Company file a Registration Statement on Form S-1 with respect to Registrable Securities having an anticipated aggregate offering price, net of
          Selling Expenses, in excess of $20 million, then the Company shall (1) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the
          Initiating Holder; and (2) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holder, file a Registration Statement on Form S-1 under the Securities Act covering all Registrable
          Securities that the Initiating Holder requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within
          ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

       

        

      (b)          

      Form S-3 Demand.  If at any time when it is eligible to use Form S-3, the Company receives a request from
          the Initiating Holder that the Company file a Registration Statement, including a shelf registration statement, and if the Company is a WKSI, an automatic shelf registration statement, on Form S-3 with respect to outstanding Registrable
          Securities of the Initiating Holder, then the Company shall (1) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holder; and (2) as soon as practicable, and in any event
          within thirty (30) days after the date such request is given by the Initiating Holder, file a Registration Statement on Form S-3 under the Securities Act covering all Registrable Securities requested to be included in such registration by any
          other Holders, as specified by notice given by each such Holder to the Company within ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Section 2.1(c) and Section 2.3.

       

        

      (c)         

       At any time, and from time-to-time, during the period during which a shelf registration statement is effective
          (the “Shelf Registration Effectiveness Period”) (except during a Demand Suspension, as defined below), the Initiating Holder may notify the Company in writing (the “Takedown
            Request”), of the intent to sell Registrable Securities covered by the Registration Statement (in whole or in part) in an offering (a “Shelf Offering”).  Such Takedown Request shall specify the
          aggregate number of Registrable Securities requested to be registered in such Shelf Offering.  Within ten (10) days after receipt by the Company of such Takedown Request, the Company shall deliver a written notice (a “Takedown Notice”) to each other Holder informing each such other Holder of its right to include Registrable Securities in such Shelf Offering.  As soon as reasonably practicable and in any event no later than five (5) Business
          Days after receipt of a Takedown Notice (and no later than two (2) Business Days after the receipt of such Demand Notice in the case of a “bought deal,” a “registered direct offering” or an “overnight transaction” where no preliminary prospectus
          is used), each such other Holder shall have the right to request in writing that the Company include all or a specific portion of the Registrable Securities held by such other Holder in such Shelf Offering and the Company shall include such
          Registrable Securities in such Shelf Offering.

      
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      (d)          

      Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a Registration
          Statement or Takedown Request pursuant to this Section 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company
          and its stockholders for such Registration Statement, including any shelf registration statement, to either become effective or remain effective for as long as such Registration Statement otherwise would be required to remain effective, or for
          the prospectus supplement, related the Registration Statement to be filed pursuant to the Takedown Request, to be filed because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar
          transaction involving the Company; (ii) require the Company to make an Adverse Disclosure; (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; or (iv) in the good faith judgment of the
          underwriters of such registration, otherwise be materially detrimental to the Company and its stockholders for such Registration Statement or prospectus supplement to be filed (a “Demand Suspension”), then
          the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days (or thirty
          (30) days in the case of clause (iv) after the request of the Initiating Holder is given; provided, however, that the Company may not invoke this right more than twice in any twelve (12) month period, and at least thirty
          (30) days must elapse between each Demand Suspension.  If a Demand Suspension is made because the Registration Statement or Takedown Request would require the Company to make an Adverse Disclosure, such Demand Suspension shall terminate at such
          time as the public disclosure of such information is made. The Company shall immediately notify the Holders upon the termination of any Demand Suspension, without any further request from a Holder.

       

        

      (e)          

      The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section


            2.1(a): (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided
          that the Company is actively employing in good faith commercially reasonable efforts to cause such Registration Statement to become effective and may only exercise this right once in any twelve (12) month period; (ii) after the Company has
          effected three (3) registrations requested by the Initiating Holder pursuant to Section 2.1(a) (excluding the IPO); or (iii) if the Initiating Holder proposes to dispose of shares of Registrable Securities that may be immediately
          registered on Form S-3 pursuant to a request made pursuant to Section 2.1(b).  The Company shall not be obligated to effect, or to take any action to effect, any registration or offering pursuant to Section 2.1(b) or Section
            2.1(c), respectively, during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration
          or Company Offering, provided that, in the case of Section 2.1(b), the Company is actively employing in good faith commercially reasonable efforts to cause such Registration Statement to become effective, or, in the case of Section


            2.1(c), the Company is actively employing in good faith commercially reasonable efforts to cause such Company Offering to take place, and, in any case, the Company may only exercise this right once in any twelve (12) month period.  A
          registration shall not be counted as “effected” for purposes of this Section 2.1(e) until such time as the applicable Registration Statement has been declared effective by the SEC and, in the case of a registration pursuant to Section


            2.1(a), remains effective for not less than one hundred eighty (180) days (or such shorter period as shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or if such
          Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter or underwriters, a Prospectus is required by law to be delivered in connection with sales of Registrable Securities
          by an underwriter or dealer (the “Demand Period”).  No registration pursuant to Section 2.1(a) shall be deemed to have been effected if (i) during the Demand Period such registration is interfered
          with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration
          are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by the Initiating Holder.

      
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      (f)          

      Any Holders that have requested its Registrable Securities be included in any registration pursuant to Section


            2.1(a) may withdraw all or any portion of its Registrable Securities from such registration at any time prior to the effectiveness of the applicable Registration Statement or in the case of an underwritten public offering, prior to the
          Registration Statement’s latest effective date with regard to the registration (as determined for purposes of Rule 430B(f)(2) under the Securities Act).  The Company shall continue all efforts to secure effectiveness of the applicable
          Registration Statement in respect of the Registrable Securities of any other Holder that has requested inclusion in the Demand Registration pursuant to Section 2.1(a) so long as the Initiating Holder has requested and not withdrawn all of
          his Registrable Securities to be included in such registration; provided, however, if the Initiating Holder has requested for all of his Registrable Securities to be withdrawn from such registration, the Company shall immediately
          cease all efforts to secure effectiveness of the applicable Registration Statement, even if one or more other Holders have requested for Registrable Securities to be included in such applicable Registration Statement pursuant to Section
            2.1(a) and such withdrawn registration shall not count towards the limitation on registrations set forth in Section 2.1(e) so long as the applicable Registration Statement has not been filed or submitted to the SEC.

       

        

      (g)          

      In the event any Holder requests to participate in a registration pursuant to this Section 2.1 in
          connection with a distribution of Registrable Securities to its partners or members, the registration shall provide for resale by such partners or members, if requested by the Holder.

       

        

      (h)          

      For purposes of this Section 2.1, the Company shall use its commercially reasonable efforts to qualify
          for registration on Form S-3 for secondary sales and, during such time as the Company is so qualified, shall effect any registration of secondary sales on Form S-3 after such qualification.

       

        

      2.2          

      Company Offering.

       

        

      (a)          

      If the Company proposes to offer (including, for this purpose, a registration effected by the Company for its
          stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities (including an “at-the market offering,” a “bought deal” or a “registered direct offering”) solely for
          cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such offering (a “Company Offering”). Such notice shall specify, as applicable, the amount
          of Class A Common Stock to be registered, the proposed filing date of the registration statement or applicable prospectus supplement and the proposed minimum offering price of the Class A Common Stock, in each case to the extent then known. In
          the case of an offering under a shelf registration statement previously filed or to be filed by the Company pursuant to Rule 415 under the Securities Act, including where the Company qualifies as a WKSI, such notice shall be sent as promptly as
          reasonably practicable and in any event no later than ten (10) days prior to the expected date of filing of such registration statement or commencement of marketing efforts for such offering (and no later than five (5) days prior in the case of a
          “bought deal,” a “registered direct offering” or an “overnight transaction” where no preliminary prospectus is used). In the case of a Company Offering under a registration statement to be filed that is not a shelf registration statement, such
          notice shall be given sent as promptly as reasonably practicable and, in any event, no later than ten (10) days prior to the expected date of filing of such registration statement. Upon the written request of each Holder given within five (5)
          Business Days after such notice is given by the Company (except that each Holder shall have two (2) Business Days after the Company gives such notice to request inclusion of Registrable Securities in the Company Offering in the case of a “bought
          deal,” a “registered direct offering” or an “overnight transaction” where no preliminary prospectus is used), the Company shall, subject to the provisions of Section 2.3, as promptly as reasonably practicable cause to be registered or
          include in the prospectus supplement, as applicable, all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any offering initiated by it
          under this Section 2.2 before the effective date of such offering, whether or not any Holder has elected to include Registrable Securities in such offering.  The expenses (other than Selling Expenses) of such withdrawn offering shall be
          borne by the Company in accordance with Section 2.6.

      
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      (b)          

      No offering of Registrable Securities effected pursuant to a request under this Section 2.2 shall be
          deemed to have been effected pursuant to Section 2.1 or shall relieve the Company of its obligations under Section 2.1.

       

        

      (c)          

      Each Holder shall be permitted to withdraw all or part of its Registrable Securities in an offering under this Section


            2.2 by giving written notice to the Company of its request to withdraw; provided, that (i) such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a public offering, at least
          five (5) Business Days prior to the earlier of the anticipated filing of the “red herring” Prospectus, if applicable, and the anticipated pricing or trade date and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the
          Holder shall no longer have any right to include Registrable Securities in such offering as to which such withdrawal was made.

       

        

      2.3          

      Underwriting Requirements.

       

        

      (a)          

      If, pursuant to Section 2.1, the Initiating Holder intends to distribute the Registrable Securities
          covered by his request by means of an underwriting, he shall so advise the Company as a part of his request made pursuant to Section 2.1, and the Company shall include such information in the Demand Notice.  The underwriter(s) will be
          selected by the Initiating Holder and shall be reasonably acceptable to the Company.  In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s
          participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall (together with
          the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.  Notwithstanding any other provision of this Section 2.3, if the managing
          underwriter(s) advise(s) the Initiating Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holder shall so advise all Holders of Registrable Securities that otherwise
          would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holder, in proportion (as nearly as
          practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by
          the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

       

        

      (b)          

      In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section


            2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only
          in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company.  If the total number of securities, including Registrable Securities, requested by Holders to be included in
          such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in
          the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering.  If the underwriters determine that
          less than all of the Registrable Securities requested to be registered can be included in such offering because marketing factors require a limitation of the number of shares to be underwritten, then the Registrable Securities that are included
          in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such
          selling Holders.  Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely
          excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering. For purposes of the provision in this Section
            2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates
          and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with
          respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

      
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      (c)          

      For purposes of Section 2.1, a registration shall not be counted as “effected” if, as a result of an
          exercise of the underwriter’s cutback provisions in Section 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such Registration Statement are actually
          included.

       

        

      (d)          

      In the case of an underwritten offering under Section 2.1, the price, underwriting discount and other
          financial terms for the Registrable Securities shall be determined by the Initiating Holder and shall be reasonably acceptable to the Company.  In addition, in the case of any underwritten offering under Section 2.2, each of the Holders
          may, subject to any limitations on withdrawal contained herein, withdraw all or part of their request to participate in the registration pursuant Section 2.2 after being advised of such price, discount and other terms and shall not be
          required to enter into any agreements or documentation that would require otherwise.

       

        

      2.4          

      Obligations of the Company.  Whenever required under this Section 2 to effect the registration of
          any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

       

        

      (a)          

      prepare and file a Registration Statement with respect to such Registrable Securities and use its commercially
          reasonable efforts to cause such Registration Statement to become effective, and, to keep such Registration Statement effective for a period of up to one hundred eighty (180) days or, if earlier, until the distribution contemplated in the
          Registration Statement has been completed, provided, however, that (i) such one hundred eighty (180) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of
          Class A Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of an automatic Registration Statement on Form S-3, where the Company shall use its commercially reasonable
          efforts to keep such Registration Statement effective for three years from the date of effectiveness, which period may be extended, at the request of the Holders of a majority of the Registrable Securities registered thereunder, until the earlier
          of (i) the effective date of the new Registration Statement or (ii) one hundred eighty (180) days after the third anniversary of the initial effective date of the prior automatic Registration Statement on Form S-3; in each case, subject to
          compliance with applicable SEC rules;

       

        

      (b)          

      (i) prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such
          Registration Statement, and the Prospectus used in connection with such Registration Statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such Registration Statement
          through the applicable periods during which the Company is obligated to maintain the effectiveness of such Registration Statement, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so
          supplemented or amended to be filed pursuant to Rule 424 promulgated by the SEC under the Securities Act; and (iii) respond to any comments received from the SEC with respect to each Registration Statement or any amendment thereto;

      
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      (c)          

      that, to the extent practicable, at least five (5) Business Days prior to filing any registration statement or
          prospectus or any amendments or supplements thereto, the Company shall furnish to the holders of the Registrable Securities covered by such registration statement and their counsel, copies of all such documents proposed to be filed;

       

        

      (d)          

      furnish to the selling Holders such numbers of copies of the signed Registration Statement, any post-effective
          amendment thereto, a Prospectus, including a preliminary Prospectus, as required by the Securities Act, any amendments or supplements thereto, any Free Writing Prospectus, and such other documents as the Holders may reasonably request in order to
          facilitate their disposition of their Registrable Securities;

       

        

      (e)          

      use its commercially reasonable efforts to register and qualify the securities covered by such Registration
          Statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent
          to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

       

        

      (f)          

      in the event of any underwritten public offering, (i) enter into and perform its obligations under an
          underwriting agreement, in usual and customary form, with the underwriter(s) of such offering and (ii) cooperate with the holders of Registrable Securities to be included in such registration and the managing underwriter or underwriters, if any,
          to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends other than as may be required by applicable law, by the stock transfer agent, depositary or their nominee, if applicable) representing
          securities to be sold under such registration, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;

       

        

      (g)          

      cooperate with each Holder and each underwriter, if any, participating in the disposition of such Registrable
          Securities and their respective counsel in connection with any filings required to be made with FINRA;

       

        

      (h)          

      to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the
          Company files any shelf Registration Statement, include in such shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by
          identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective
          amendment;

       

        

      (i)          

      use its commercially reasonable efforts to cause all such Registrable Securities covered by such Registration
          Statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

      
        9

        
          


      

      (j)          

      (i) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement
          and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration, and (ii) cooperate with any selling Holders to facilitate the timely preparation and delivery of book-entry
          interests representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which book-entry interests shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or
          unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing;

       

        

      (k)          

      (i) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in
          any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and
          properties of the Company, (ii) cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as
          necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith (as shall be necessary, in the opinion of such seller or underwriter’s legal counsel,
          to conduct a reasonable investigation with the meaning of Section 11(b)(3) of the Securities Act), and (iii) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective
          investors in presentations, meetings and road shows;

       

        

      (l)           

      notify each selling Holder, promptly after the Company receives notice thereof, of the time when such
          Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;

      

        

      (m)         

      after such Registration Statement becomes effective, promptly notify each selling Holder of any (i) request by
          the SEC that the Company amend or supplement such Registration Statement or Prospectus or (ii) stop order or other order suspending the effectiveness of any registration statement, issued or threatened in writing by the SEC in connection
          therewith, and use its commercially reasonable efforts to prevent the entry of such stop order or to remove it or obtain withdrawal of it as soon as practicable if entered;

       

        

      (n)          

      use its commercially reasonable efforts to obtain:

       

        

      (i)          

      at the time of pricing of any underwritten offering (including an “at-the-market offering,” a “bought deal” or a “registered direct offering”) a “cold comfort letter” from
        the Company’s independent registered public accounting firm covering such matters of the type customarily covered by “cold comfort letters” as the Holders and the underwriters reasonably request; and

       

        

    

    (ii) 

      
      at the time of any sale in an underwritten offering pursuant to the registration statement, a “bring-down comfort
          letter,” dated as of the date of such sale, from the Company’s independent registered public accountants covering such matters of the type customarily covered by “bring-down comfort letters” as the Holders and the underwriters reasonably request;

       

        

       (o)          

      use its commercially reasonable efforts to obtain, at the time of effectiveness of each registration or, in the
          case of a shelf registration, at the time of pricing, and at the time of any sale pursuant to each registration, an opinion or opinions addressed to the holders of the Registrable Securities to be included in such registration and the underwriter
          or underwriters, if any, in customary form and scope from legal counsel for the Company (who may be its internal legal counsel);

       

        

      (p)          

      promptly notify each seller of Registrable Securities covered by such registration, upon discovery by an
          executive officer of the Company that the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the
          statements therein not misleading, and promptly thereafter prepare and file with the SEC and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter
          delivered to the purchasers or prospective purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
          therein not misleading in the light of the circumstances under which they are made; and

      
        10

        
          


      

      (q)          

      enter into such agreements (including underwriting agreements in customary form) and take such other actions as
          the Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary holdback / lock-up provisions.

       

        

      In addition, the Company shall ensure that, at all times after any Registration Statement covering a public offering of securities of the Company under
        the Securities Act shall have become effective, its insider trading policy shall provide that the directors of the Company may implement a trading program under Rule 10b5-1 of the Exchange Act.

       

        

      2.5         

      Furnish Information.  It shall be a condition precedent to the obligations of the Company to take any
          action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended
          method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

       

        

      2.6         

      Expenses of Registration.  All expenses (other than Selling Expenses) incurred in connection with
          registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees (including fees and expenses (a) with respect to filings required to be made with the trading market and (b) in
          compliance with applicable state securities or “Blue Sky” laws); printers’ and accounting fees; all reasonable out-of-pocket expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road
          show”; fees and disbursements of counsel, auditors and accountants for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders (“Selling Holder Counsel”), shall be
          borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.1 if the registration request is subsequently
          withdrawn at the request of the Initiating Holder (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration); provided further,
          that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the
          request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Section 2.1(a).  All Selling
          Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

      

        

      2.7          

      Delay of Registration.  No Holder shall have any right to obtain or seek an injunction restraining or
          otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

       

        

       2.8          

      Indemnification.  If any Registrable Securities are included in a Registration Statement under this Section


            2:

       

        

      (a)          

      To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the
          partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such
          Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses
          reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section


            2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for
          any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other
          aforementioned Person expressly for use in connection with such registration.

      
        11

        
          


      

      (b)          

      To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless
          the Company, and each of its directors, each of its officers who has signed the Registration Statement, each Person (if any) who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any
          underwriter (as defined in the Securities Act), any other Holder selling securities in such Registration Statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such
          Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such
          selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such
          expenses are incurred; provided, however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without
          the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Section 2.8(b)
          and Section 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

       

        

      (c)          

      Promptly after receipt by an indemnified party under this Section 2.8 of notice of the commencement of
          any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.8,
          give the indemnifying party notice of the commencement thereof.  The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party
          to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented
          without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party
          would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action.  The failure to give notice to the indemnifying party within a reasonable time of
          the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.8, to the extent that such failure materially prejudices the indemnifying party’s ability to defend
          such action.  The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.8.

       

        

      (d)          

      To provide for just and equitable contribution to joint liability under the Securities Act in any case in which
          either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent
          jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 2.8 provides for indemnification in such
          case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 2.8, then, and in each such case, such parties will contribute to the aggregate
          losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in
          connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations.  The relative fault of the indemnifying party and of
          the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the
          indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no
          Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such Registration Statement, and (y) no Person guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided, further, that in no event shall
          a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering received by such Holder (net of any Selling
          Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

      
        12

        
          


      

      (e)          

      Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in
          the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

       

        

      (f)          

      Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public
          offering, the obligations of the Company and Holders under this Section 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination
          of this Agreement.

       

        

      2.9          

      Reports Under Exchange Act.  With a view to making available to the Holders the benefits of SEC Rule 144
          and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

       

        

      (a)          

      make and keep available adequate current public information, as those terms are understood and defined in SEC
          Rule 144, at all times after the effective date of the Registration Statement filed by the Company for the IPO;

       

        

      (b)          

      use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents
          required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

      

        

      (c)          

      furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the
          extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the Registration Statement filed by the Company for the IPO),
          the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so
          qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become
          subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

       

        

      2.10          

      Limitations on Subsequent Registration Rights.  From and after the date of this Agreement, the Company
          shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (a) allow such
          holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of
          such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (b) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective
          holder.

      
        13

        
          


      

      2.11          

      Termination of Registration Rights.  The right of any Holder to request registration or inclusion of
          Registrable Securities in any registration pursuant to Section 2.1 or Section 2.2 shall terminate at such time as SEC Rule 144(b)(1) under the Securities Act (or any successor provision) is available for the sale of all of such
          Holder’s shares without any need to comply with the public information requirements of SEC Rule 144(b)(1) (or any successor provision) or any such shares are sold pursuant to SEC Rule 144.

       

        

      3.          

      Miscellaneous.

       

        

      3.1          

      Successors and Assigns.  The rights under this Agreement may be assigned (but only with all related
          obligations) by a Holder to a transferee of Registrable Securities that (a) is an Affiliate of a Holder; (b) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family
          Members; or (c) after such transfer, holds at least one percent (1%) of the Company’s then outstanding Registrable Securities; provided, however, that the Company is, within a reasonable time after such transfer, furnished with
          written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred. For the purposes of determining the number of shares of Registrable Securities held by a transferee,
          the holdings of a transferee (1) that is an Affiliate, member or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall
          be aggregated together and with those of the transferring Holder; provided, further, that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of
          exercising any rights, receiving notices, or taking any action under this Agreement.  The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. 
          Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this
          Agreement, except as expressly provided herein.

       

        

      3.2          

      Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which shall be
          deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of
          2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

       

        

      3.3          

      Titles and Subtitles.  The titles and subtitles used in this Agreement are for convenience only and are
          not to be considered in construing or interpreting this Agreement.

       

        

      3.4          

      Notices.  All notices and other communications given or made pursuant to this Agreement shall be in
          writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified; (b) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not
          sent during normal business hours, then on the recipient’s next Business Day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) Business Day after the Business Day
          of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt.  All communications shall be sent to the respective parties at their addresses as set forth on Schedule


            A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in
          accordance with this Section 3.4.

      
        14

        
          


      

      3.5          

      Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this
          Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and Mr. Zalupski; provided that any provision hereof may be waived by any
          waiving party on such party’s own behalf, without the consent of any other party.  The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such
          amendment, termination, or waiver.  Any amendment, termination, or waiver effected in accordance with this Section 3.5 shall be binding on all parties hereto, regardless of whether any such party has consented thereto.  No waivers of or
          exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.  Notwithstanding the foregoing, in no
          event may the demand registration rights granted to any Holder pursuant to Section 2.1 of this Agreement be removed without the prior written consent of such Holders.

       

        

      3.6          

      Severability.  In case any one or more of the provisions contained in this Agreement is for any reason
          held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and
          construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

       

        

      3.7          

      Entire Agreement.  This Agreement (including any Schedules and Exhibits hereto) constitutes the full and
          entire understanding and agreement among the parties with respect to the subject matter hereof (other than any lock-up or similar agreement between any Holder and any underwriter), and any other written or oral agreement relating to the subject
          matter hereof existing between the parties is expressly canceled.  This Agreement hereby amends, restates and supersedes the Original Registration Rights Agreement in all respects.

       

        

      3.8          

      Governing Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with the
          internal laws of the State of Delaware without regard to the conflicts of law principles of such State.  The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the State of Delaware sitting in New
          Castle County and to the jurisdiction of the United States District Court sitting in Wilmington, Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit,
          action or other proceeding arising out of or based upon this Agreement except in the courts of the State of Delaware sitting in New Castle County or the United States District Court sitting in Wilmington, Delaware, and (c) hereby waive, and agree
          not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

       

        

      3.9          

      WAIVER OF JURY TRIAL.  EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
          BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY
          COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  THIS SECTION HAS BEEN
          FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.  EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH
          PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

      
        15

        
          


      

      3.10          

      Delays or Omissions.  No delay or omission to exercise any right, power, or remedy accruing to any party
          under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to
          any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  All remedies,
          whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

       

        

      3.11          

      Other Interpretive Matters.  For purposes of this Agreement, (a) when calculating the period of time
          before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is excluded, and if the last day of such period is a non-Business Day,
          the period in question ends on the next succeeding Business Day, (b) unless the context otherwise requires, all references in this Agreement to any “Article,” “Section” or “Exhibit” are to the corresponding Article, Section or Exhibit of this
          Agreement, (c) the word “including,” or any variation thereof, means “including, without limitation” and does not limit any general statement that it follows to the specific or similar items or matters immediately following it, and (d) all
          references to dollar amounts are expressed in United States Dollars.  As used herein, the singular shall include the plural, the plural shall include the singular and any use of the male or female gender shall include the other gender, all
          wherever the same shall be applicable and when the context shall admit or require.

       

        

      3.12          

      No Recourse.  Notwithstanding anything to the contrary that may be expressed or implied in this Agreement,
          and notwithstanding the fact that any Holder or its Affiliates or any of its or their successors or permitted assignees may be a partnership or a limited liability company, the Company, by its acceptance of the benefits hereof, covenants, agrees
          and acknowledges that no Person other than the Holders and their respective successors and permitted assignees shall have any obligation hereunder, and that it has no rights of recovery against, and no recourse hereunder against, any former,
          current or future director, officer, agent, advisor, attorney, representative, Affiliate, manager or employee of any Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, member
          or stockholder of any Holder or any Affiliate thereof or against any former, current or future director, officer, agent, advisor, attorney, representative, employee, Affiliate, assignee, general or limited partner, stockholder, manager or member
          of any of the foregoing, whether by or through attempted piercing of the corporate veil, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law.

       

        

      3.13          

      Specific Performance.  The rights of each party to consummate the transactions contemplated hereby are
          agreed to be unique, and recognizing that the remedy at law for any breach or threatened breach by a party hereto of the agreements and conditions set forth herein would be inadequate, and further recognizing that any such breach or threatened
          breach would cause immediate, irreparable and permanent damage to the parties, the extent of which would be impossible or difficult to ascertain, the parties hereto agree that in the event of any such breach or threatened breach, and in addition
          to any and all remedies at law or otherwise provided herein, any party hereto may specifically enforce the terms of this Agreement and may obtain temporary and/or permanent injunctive relief (including a mandatory injunction) without the
          necessity of proving actual damage or the lack of an adequate remedy at law and, to the extent permissible under applicable rules, provision and statutes, a temporary injunction may be granted immediately upon the commencement of any suit
          hereunder regardless of whether the breaching party or parties have actually received notice thereof.  Such remedy shall be cumulative and not exclusive, and shall be in addition to any other remedy or remedies available to the parties.

       

        

       [Remainder of Page Intentionally Left Blank]

      

      

      
        16

        
          


      

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

       

      

      
        	
                 

              	COMPANY:

              
	
                 

              	
                 

              	
                 

              
	
                 

              	DREAM FINDERS HOMES, INC.

              
	 	 	 
	 	By: 

              	

              
	 	Name:

              	Patrick O. Zalupski

                
	 	Title:

              	President, Chief Executive Officer and Chairman of the Board of Directors


         

        

        [Signature Page to Registration Rights Agreement] 

      

      
        
          


      

      
        	
                 

              	

              
	
                 

              	
                PATRICK O. ZALUPSKI

              


         

        

        [Signature Page to Registration Rights Agreement] 

        
          
            


        

        
          	 

                	
                  POZ HOLDINGS, INC.

                
	 	By:

                	

                
	 	 	Name:

                
	 	 	Title:

                


           

          

          [Signature Page to Registration Rights Agreement] 

        

      

      
        
          


      

      
        	
                 

              	
                DFH INVESTORS, LLC

              
	 	By:

              	

              
	 	 	Name:

              
	 	 	Title:

              


         

        

        [Signature Page to Registration Rights Agreement] 

      

      
        
          


      

       

      
        	
                 

              	

              
	
                 

              	
                
                  [Additional members of management party hereto]

                

              


      

      

      

      
        [Signature Page to Registration Rights Agreement] 

      

      
        
          


      

      
        SCHEDULE A

         

        

        Holders
          


        

        

      

      

      

      	
               

              

              Name

               

              

            	
              Address

            
	
              DFH Investors, LLC

            	
              241 Atlantic Blvd., Suite 201

              Neptune Beach, Florida 32266

            
	
              Patrick O. Zalupski

            	
              c/o Dream Finders Homes, Inc.

              1407 Phillips Highway, Suite 300

              Jacksonville, Florida 32256

            
	
              POZ Holdings, Inc.

            	
              c/o Dream Finders Homes, Inc.

              1407 Phillips Highway, Suite 300

              Jacksonville, Florida 32256

            
	
              [Additional members of management party hereto]

            	
              c/o Dream Finders Homes, Inc.

              1407 Phillips Highway, Suite 300

              Jacksonville, Florida 32256

            


      

      

      
        Schedule A