Exhibit 10.2


 


Execution Version


 


INVESTOR RIGHTS AGREEMENT


 


THIS INVESTOR RIGHTS AGREEMENT
(as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the
“Investor Rights Agreement”), dated as of November 29, 2022 (the “Effective Date”), is made by and
among (i) Appreciate Holdings, Inc. (formerly known as PropTech Investment Corporation II), a Delaware corporation (“PubCo”);
(ii) each of the parties listed as a “Seller” on the signature pages attached hereto (each, a “Seller”
and, collectively, the “Sellers”); (iii) HC PropTech Partners II LLC, a Delaware limited liability company (the “Sponsor”);
and (iv) (A) Jack Leeney, (B) Courtney Robinson, (C) Gloria Fu, (D) Margaret Whelan and (E) Adam Blake (each, a “Sponsor Principal”
and, collectively, the “Sponsor Principals” and, together with the Sponsor, the “Founder Holders”
and, each, a “Founder Holder”). Each of PubCo, the Sellers and each Founder Holder may be referred to herein as a “Party”
and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the BCA (as defined below).


 


RECITALS


 


WHEREAS, PubCo has entered
into that certain Business Combination Agreement, dated as of May 17, 2022, by and among PubCo, RW National Holdings, LLC, a Delaware
limited liability company (the “Company”), and Lake Street Landlords, LLC, a Delaware limited liability company (“Lake
Street”), in its capacity as the representative of the Rolling Company Unitholders (as may be amended, restated, amended and
restated, modified or supplemented from time to time in accordance with the terms of such agreement, the “BCA”), in
connection with the business combination (the “Business Combination”) set forth in the BCA;


 


WHEREAS, pursuant to the BCA,
immediately prior to the Closing, PubCo formed Appreciate Intermediate Holdings, LLC, a Delaware limited liability company (“NewCo
LLC”);


 


WHEREAS, pursuant to the BCA,
at the Closing, (i) all of the Rolling Company Unitholders have contributed all of their Company Units to NewCo LLC in exchange for NewCo
LLC Class B Units equal, in the aggregate, to the Company Contribution, (ii) the NewCo LLC Agreement has been amended and restated to
be in substantially the form of the Amended and Restated Limited Liability Company Agreement of NewCo LLC (the “Amended and Restated
NewCo LLC Agreement”), (iii) PubCo has contributed the Closing Date Contribution Amount to NewCo LLC in exchange for NewCo LLC
Class A Units equal to the Net Outstanding PTIC II Class A Shares, and (iv) NewCo LLC Unitholders (other than PubCo) have received from
PubCo a number of Class B Common Stock equal, in the aggregate, to the Transaction Equity Security Amount, in the amounts set forth pursuant
to the BCA;


 


WHEREAS, each of the Sellers
has the right to exchange its respective NewCo LLC Class B Units (as defined below), and cancel an equal number of its respective shares
of Class B Common Stock (as defined below) for shares of Class A Common Stock (as defined below) in the manner set forth in, and pursuant
to the terms and conditions of, the Amended and Restated NewCo LLC Agreement;


 


WHEREAS, each of the Sellers
has the right to exchange its respective NewCo LLC Class B Units that will be earned by such Seller pursuant to the BCA upon satisfaction
of the conditions set forth in the BCA, and cancel an equal number of shares of Class B Common Stock for shares of Class A Common Stock
(collectively, the “Exchanged Earnout Shares”) in the manner set forth in, and pursuant to the terms and conditions
of, the Amended and Restated NewCo LLC Agreement;


 


WHEREAS, PubCo and the Sponsor
entered into that certain Registration Rights Agreement, dated as of December 3, 2020 (the “Original RRA”);


 


WHEREAS, in connection with
the execution of this Investor Rights Agreement, PubCo and the Sponsor desire to terminate the Original RRA and replace it with this Investor
Rights Agreement; and


 


WHEREAS, on the Effective
Date, the Parties desire to set forth their agreement with respect to registration rights and certain other matters, in each case, in
accordance with the terms and conditions of this Investor Rights Agreement.


 



     


     


    

 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained in this Investor Rights Agreement, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:




 


ARTICLE I


DEFINITIONS


 


Section 1.1 Definitions.
As used in this Investor Rights Agreement, the following terms shall have the following meanings:


 


“Adverse Disclosure”
means any public disclosure of material non-public information, which disclosure, in the good faith determination of the Board, after
consultation with counsel to PubCo, (a) would be required to be made in any Registration Statement or Prospectus in order for the applicable
Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements contained therein (in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances
under which they were made) not misleading, (b) would not be required to be made at such time if the Registration Statement were not being
filed, and (c) PubCo has a bona fide business purpose for not making such information public.


 


“Affiliate”
of any particular Person means any other Person controlling, controlled by or under common control with such Person, where “control”
means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership
of voting securities, its capacity as a sole or managing member or otherwise; provided that no Party or an affiliate thereof shall
be deemed an Affiliate of PubCo or any of its Subsidiaries for purposes of this Investor Rights Agreement.


 


“Amended and Restated
NewCo LLC Agreement” has the meaning set forth in the Recitals.


 


“Automatic Shelf
Registration Statement” has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.


 


“BCA” has
the meaning set forth in the Recitals.


 


“Beneficially Own”
has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.


 


“Board” means the board of directors of
PubCo.


 


“Business Combination”
has the meaning set forth in the Recitals.


 


“Business Day”
means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of
business.


 


“Bylaws”
means the “PTIC II Post-Closing Bylaws” as defined in the BCA, as the same may be amended or amended and restated from time
to time.


 


“Cantor Registration
Rights Agreement” means that certain Registration Rights Agreement, dated as of [the date hereof], by and between PubCo and
CF Principal Investments LLC, a Delaware limited liability company.


 


“Cantor Common Stock
Purchase Agreement” means that certain Common Stock Purchase Agreement, dated as of May 17, 2022, by and between PubCo and CF
Principal Investments LLC, a Delaware limited liability company, Company, as may be amended from time to time; provided that any such
amendment or replacement is not materially disadvantageous, taken as a whole, to the Holders.


 


“Certificate of Incorporation”
means the “PTIC II Post-Closing Certificate of Incorporation” as defined in the BCA, as the same may be amended or amended
and restated from time to time.


 


“Class A Common Stock”
means the shares of Class A common stock, par value $0.0001 per share, of PubCo, including (a) any shares of such Class A common stock
issuable upon the exercise of any warrant or other right to acquire shares of such Class A common stock and (b) any Equity Securities
of PubCo that are issued or distributed or may be issuable with respect to such Class A common stock by way of conversion, dividend, stock
split or other distribution, consolidation, merger, exchange, reclassification, recapitalization or other similar transaction.


 






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“Class B Common Stock”
means the shares of Class B common stock, par value $0.0001 per share, of PubCo, including (a) any shares of such Class B common stock
issuable upon the exercise of any warrant or other right to acquire shares of such Class B common stock and (b) any Equity Securities
of PubCo that are issued or distributed or may be issuable with respect to such Class B common stock by way of conversion, dividend, stock
split or other distribution, consolidation, merger, exchange, reclassification, recapitalization or other similar transaction.


 


“Common Stock”
means shares of the Class A Common Stock and the Class B Common Stock, including any shares of the Class A Common Stock and the Class
B Common Stock issuable upon the exercise of any warrant or other right to acquire shares of the Class A Common Stock and the Class B
Common Stock.


 


“Company”
has the meaning set forth in the Recitals.


 


“Confidential Information”
means confidential, non-public information about PubCo and its Subsidiaries.


 


“Controlled Entity” means, as to any Person,
(a) any corporation more than fifty percent (50%) of the outstanding voting stock of which is owned by such Person or such Person’s
Family Members or Affiliates, (b) any trust, whether or not revocable, of which such Person or such Person’s Family Members or Affiliates
are the sole beneficiaries, (c) any partnership of which such Person or an Affiliate of such Person is the managing partner or in which
such Person or such Person’s Family Members or Affiliates hold partnership interests representing at least fifty percent (50%) of
such partnership’s capital and profits, (d) any limited liability company of which such Person or an Affiliate of such Person is
the manager or managing member or in which such Person or such Person’s Family Members or Affiliates hold membership interests representing
at least fifty percent (50%) of such limited liability company’s capital and profits and (e) and other entity which such Person
or such Person’s Family Members or Affiliates are the legal and beneficial owner of all of the outstanding equity securities or
similar interests.


 


“Demanding Holders” has the meaning set
forth in Section 2.1(c).


 


“Effective Date” has the meaning set forth
in the Preamble.


 


“Equity Securities”
means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any
stock appreciation, phantom stock, restricted stock, restricted stock unit, performance share, profit participation, ownership or similar
rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor whether
voting or nonvoting, including partnership or member interests in any Person.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and any successor thereto, as the same shall be in effect from time to time.


 


“Exchanged Earnout
Shares” has the meaning set forth in the Recitals.


 


“Family Member”
means, with respect to any Person, such Person’s spouse, ancestors, descendants (whether by blood, marriage or adoption) or spouse
of a descendant of such Person, brothers and sisters (whether by blood, marriage or adoption) and inter vivos or testamentary trusts of
which only such Person and his or her spouse, ancestors, descendants (whether by blood, marriage or adoption), brothers and sisters (whether
by blood, marriage or adoption) are beneficiaries.


 


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


 


“Form S-1 Shelf” has the meaning set forth in Section 2.1(a).


 


“Form S-3 Shelf” has the meaning set forth in Section 2.1(a).


 


“Founder Holder” has the meaning
set forth in the Preamble.


 






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“Holder”
means any holder of Registrable Securities who is a Party to, or who succeeds to rights under, this Investor Rights Agreement pursuant
to Section 4.1.


 


“Holder Information”
has the meaning set forth in Section 2.10(b).


 


“Investor Rights Agreement” has the meaning set forth in the Preamble.


 


“Lake Street” has the meaning set forth in the Recitals.


 


“Lock-Up Period”
has the meaning set forth in Section 3.1(a).


 


“Lock-Up Shares” has the meaning set forth in Section 3.1(a).


 


“Maximum Number of
Securities” has the meaning set forth in Section 2.1(d).


 


“Minimum Takedown
Threshold” has the meaning set forth in Section 2.1(c).


 


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


 


“NewCo LLC”
has the meaning set forth in the Recitals.


 


“NewCo LLC Class
A Units” means the “Class A Units” of NewCo LLC (as defined in the Amended and Restated NewCo LLC Agreement).


 






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“NewCo LLC Class B Units”
means the “Class B Units” of NewCo LLC (as defined in the Amended and Restated NewCo LLC Agreement).


 


“Organizational Documents”
means the Certificate of Incorporation and the Bylaws.


 


“Original RRA” has the meaning set forth in the Recitals.


 


“Party”
has the meaning set forth in the Preamble.


 


“Permitted Transferee”
means with respect to any Person, (a) any Family Member of such Person, (b) any Affiliate of such Person, (c) any Affiliate of any Family
Member of such Person (excluding any Affiliate under this clause (c) who operates or engages in a business which competes with
the business of PubCo or the Company or any of their respective Subsidiaries), (d) with respect to any Founder Holder, any officer, director,
employee, partner, shareholder, member or other equity holder of such Founder Holder or its Affiliates and (e) any Controlled Entity of
such Person.


 


“Piggyback Registration” has the meaning
set forth in Section 2.2(a).


 


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


 


“PubCo” has the meaning set forth in the
Preamble.


 


“Registrable
Securities” means at any time (a) any shares of Class A Common Stock (including, without limitation, Class A Common Stock
(i) issued or issuable pursuant to the Certificate of Incorporation and the Amended and Restated NewCo LLC Agreement upon an
exchange of NewCo LLC Class B Units and the corresponding cancellation of an equal number of shares of Class B Common Stock in
exchange for shares of Class A Common Stock, (ii) that comprise Exchanged Earnout Shares (whether or not earned as of such date),
(iii) issuable upon exercise of the Warrants or other rights to acquire shares of Class A Common Stock or any shares of Class A
Common Stock issued or issuable upon the exercise thereof, (iv) any shares of Class A Common Stock issued pursuant to the BCA or (v)
held by the Founder Holders), and (b) any Equity Securities of PubCo or any Subsidiary of PubCo that may be issued or distributed or
be issuable with respect to the securities referred to in clause (a) by way of conversion, dividend, stock split or other
distribution, merger, consolidation, exchange, recapitalization or reclassification or similar transaction, in each case held by a
Holder, other than any security received pursuant to an incentive plan adopted by PubCo on or after the Closing Date; provided, however,
that any such Registrable Securities shall cease to be Registrable Securities to the extent (A) a Registration Statement with
respect to the sale of such Registrable Securities has become effective under the Securities Act and such Registrable Securities
have been sold, transferred, disposed of or exchanged in accordance with the plan of distribution set forth in such Registration
Statement, (B) such Registrable Securities shall have ceased to be outstanding, (C) such Registrable Securities have been sold to,
or through, a broker, dealer or underwriter in a public distribution or other public securities transaction, (D) such Registrable
Security is disposed of under SEC Rule 144 under the Securities Act or any other public sale pursuant to an exemption from the
registration requirements of the Securities Act as a result of which the legend on any certificate or book-entry notation
representing such Registrable Security restricting transfer of such Registrable Security has been removed or (E) for purposes of Article
II, the Holder thereof, together with its, his or her Permitted Transferees, Beneficially Owns less than one percent (1%) of the
shares of Class A Common Stock that are outstanding at such time. For purposes of this Agreement, a Person shall be deemed to be a
holder of shares of Class A Common Stock and such shares of Class A Common Stock shall be deemed to be in existence whenever such
Person holds such shares of Class A Common Stock or has the right to acquire such shares of Class A Common Stock (upon conversion,
exchange or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon
the exercise of such right other than vesting), whether or not such acquisition has actually been effected, and such Person shall be
entitled to exercise the rights of a holder of shares of Class A Common Stock.


 


“Registration”
means a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, prospectus or similar
document in compliance with the requirements of the Securities Act, and such registration statement becoming effective.


 



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“Registration Expenses”
means the expenses of a Registration or other Transfer pursuant to the terms of this Investor Rights Agreement, including the following:


 


(a) all SEC or securities exchange registration and
filing fees (including fees with respect to filings required to be made with FINRA);


 


(b) all fees and expenses of compliance with securities
or blue sky Laws (including reasonable and documented fees and disbursements of counsel for the Underwriters in connection with blue sky
qualifications of Registrable Securities);


 


(c)
all printing, messenger, telephone and delivery expenses;


 

(d) all fees and expenses incurred in connection
with the listing of the Registrable Securities as required hereunder;


 


(e)
all fees and disbursements of counsel for PubCo;


 

(f) all fees and disbursements of all independent
registered public accountants of PubCo incurred in connection with such Registration or Transfer, including the expenses of any special
audits and/or comfort letters required or incident to such performance and compliance;


 


(g) reasonable and documented out-of-pocket fees
and expenses not to exceed $50,000 per Registration or Transfer of one (1) legal counsel selected by the majority-in-interest of the Holders
participating in such Registration or Transfer;


 


(h) the costs and expenses of PubCo relating to analyst
and investor presentations or any “road show” undertaken in connection with the Registration and/or marketing of the Registrable
Securities (including the expenses of the Holders); and


 


(i)
any other fees and disbursements customarily paid by the issuers of securities.


 

“Registration Statement”
means any registration statement that covers the Registrable Securities pursuant to the provisions of this Investor Rights Agreement,
including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to
such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Representatives”
means, with respect to any Person, any of such Person’s officers, directors, managers, members, equityholders, employees, agents,
attorneys, accountants, actuaries, consultants, financial advisors or other Person acting on behalf of such Person.


 


“Requesting
Holder” means any Holder requesting piggyback rights pursuant to Section 2.2 with respect to an Underwritten Shelf Takedown.


 


“SEC” means the United States Securities
and Exchange Commission.


 


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


 


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


 


“Securities Act”
means the Securities Act of 1933, as amended, and any successor thereto, as the same shall be in effect from time to time.


 


“Sellers” has the meaning set forth in
the Preamble. “Shelf” has the meaning set forth in Section 2.1(a).


 


“Shelf Registration”
means a registration of securities pursuant to a Registration Statement filed with the SEC in accordance with and pursuant to Rule 415
promulgated under the Securities Act.


 


“Shelf Takedown”
means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.


 






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“Sponsor” has the meaning set forth in
the Preamble.


 


“Sponsor Members” has the meaning set forth
in Section 2.16(a). “Sponsor Principal” has the meaning set forth in the Preamble.


 


“Subsequent Shelf Registration” has the
meaning set forth in Section 2.1(b).


 


“Transfer” means,
when used as a noun, any voluntary or involuntary, direct or indirect, transfer, sale, pledge or hypothecation, distribution or other
disposition by the Transferor (whether by operation of law or otherwise) and, when used as a verb, the Transferor voluntarily or involuntarily,
directly or indirectly, transfers, sells, pledges or hypothecates, distributes or otherwise disposes of (whether by operation of law or
otherwise), including, in each case, (a) the establishment or increase of a put equivalent position or liquidation with respect to, or
decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security or (b) entry
into any swap or other arrangement that transfers to another Person, in whole or in part, any of the economic consequences of ownership
of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; provided that,
the sale, assignment and transfer of Company Units by Founder Holders to PubCo pursuant to and in accordance with the BCA shall not be
considered a Transfer. The terms “Transferee,” “Transferor,” “Transferred,” and other forms of the
word “Transfer” shall have the correlative meanings.


 


“Underwriter”
means any investment banker(s) and manager(s) appointed to administer the offering of any Registrable Securities as principal in an Underwritten
Offering.


 


“Underwritten Offering”
means a Registration in which securities of PubCo are sold to an Underwriter for distribution to the public.


 


“Underwritten Shelf Takedown” has the meaning
set forth in Section 2.1(c).


 


“Warrants” means
the outstanding warrants, each exercisable into one (1) share of Class A Common Stock, to purchase an aggregate of 4,833,333 shares of
Class A Common Stock, which were issued to the Sponsor pursuant to that certain Private Placement Warrant Purchase Agreement, dated December
3, 2020, by and between the Sponsor and PubCo.


 


“Well-Known Seasoned Issuer”
has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.


 


“Withdrawal Notice” has the meaning set
forth in Section 2.1(e).


 


Section 1.2 Interpretive Provisions.
For all purposes of this Investor Rights Agreement, except as otherwise provided in this Investor Rights Agreement or unless the context
otherwise requires:


 


(a) the singular shall include
the plural, and the plural shall include the singular, unless the context clearly prohibits that construction;


 


(b) the words “hereof,”
“herein,” “hereunder” and words of similar import, when used in this Investor Rights Agreement, refer to this
Investor Rights Agreement as a whole and not to any particular provision of this Investor Rights Agreement;


 


(c) references in this Investor
Rights Agreement to any Law shall be deemed also to refer to such Law, and all rules and regulations promulgated thereunder;


 


(d) whenever the words “include,”
“includes” or “including” are used in this Investor Rights Agreement, they shall mean “without limitation;”


 


(e) the captions and headings
of this Investor Rights Agreement are for convenience of reference only and shall not affect the interpretation of this Investor Rights
Agreement;


 


(f)
pronouns of any gender or neuter shall include, as appropriate, the other pronoun forms;

 


(g) the word “or”
shall be construed to mean “and/or” and the words “neither,” “nor,” “any,” “either”
and “or” shall not be exclusive, unless the context clearly prohibits that construction; and


 


(h)
the phrase “to the extent” shall be construed to mean “the degree by which.”

 






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ARTICLE II

 REGISTRATION RIGHTS


 


Section 2.1 Shelf Registration.


 


(a) Filing. PubCo shall
file, within forty-five (45) days of the Closing Date, a Registration Statement for a Shelf Registration on Form S-3 (the “Form
S-3 Shelf”), or if PubCo is ineligible to use a Form S-3 Shelf, a Registration Statement for a Shelf Registration on Form S-1
(the “Form S-1 Shelf” and, together with the Form S-3 Shelf (and any Subsequent Shelf Registration), the “Shelf”),
in each case, covering the resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed
or continuous basis. PubCo shall use its commercially reasonable efforts to cause the Shelf to become effective as soon as practicable
after such filing. The Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination
of methods legally available to, and requested by, any Holder. PubCo shall maintain the Shelf in accordance with the terms of this Investor
Rights Agreement, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may
be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act
until such time as there are no longer any Registrable Securities. In the event PubCo files a Form S-1 Shelf, PubCo shall use its commercially
reasonable efforts to convert the Form S-1 Shelf (and any Subsequent Shelf Registration) to a Form S-3 Shelf as soon as practicable after
PubCo is eligible to use Form S-3.


 


(b) Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while there are any
Registrable Securities outstanding, PubCo shall use its commercially reasonable efforts to as promptly as is reasonably practicable
cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order
suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably
practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness
of such Shelf or file an additional Registration Statement as a Shelf Registration (a “Subsequent Shelf
Registration”) registering the resale of all outstanding Registrable Securities from time to time, and pursuant to any
method or combination of methods legally available to, and requested by, any Holder. If a Subsequent Shelf Registration is filed,
PubCo shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the
Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf
Registration shall be an Automatic Shelf Registration Statement if PubCo is a Well-Known Seasoned Issuer) and (ii) keep such
Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act
until such time as there are no longer any Registrable Securities outstanding. Any such Subsequent Shelf Registration shall be on
Form S-3 to the extent that PubCo is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another
appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or
continuous basis, PubCo, upon request of a Holder, shall promptly use its commercially reasonable efforts to cause the resale of
such Registrable Securities to be covered by either, at PubCo’s option, the Shelf (including by means of a post-effective
amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and
such Shelf or Subsequent Shelf Registration shall be subject to the terms of this Investor Rights Agreement.


 


(c) Requests for Underwritten
Shelf Takedowns. At any time and from time to time after the Shelf has been declared effective by the SEC, the Holders, may request
to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each,
an “Underwritten Shelf Takedown”); provided that PubCo shall only be obligated to effect an Underwritten Shelf
Takedown if such offering (i) shall include securities with a total offering price (including piggyback securities and before deduction
of underwriting discounts) reasonably expected to exceed, in the aggregate, $20,000,000 (the “Minimum Takedown Threshold”)
or (ii) shall be made with respect to all of the Registrable Securities of the Demanding Holder and provided further that, PubCo
shall not be obligated to effect more than three (3) Underwritten Shelf Takedowns in any twelve (12) month period. All requests for Underwritten
Shelf Takedowns shall be made by giving written notice to PubCo, which shall specify the approximate number of Registrable Securities
proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of
such Underwritten Shelf Takedown; provided that each Holder agrees that the fact that such a notice has been delivered shall constitute
Confidential Information subject to Section 4.14. PubCo shall give written notice of such request to all Holders of Registrable
Securities promptly (but in any event within five (5) Business Days after receipt of such request for an Underwritten Shelf Takedown)
and shall include in any Underwritten Shelf Takedown the securities request to be included by any holder at least 48 hours prior to public
announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such Holder included
herein. The Holders that requested such Underwritten Shelf Takedown (the “Demanding Holders”) holding a majority in
interest of the Registrable Securities to be registered pursuant to such Underwritten Shelf Takedown shall have the right to select the
Underwriters for such offering (which shall consist of one (1) or more reputable nationally or regionally recognized investment banks),
and to agree to the pricing and other terms of such offering; provided that such selection shall be subject to the consent of PubCo,
which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary contained in this Investor
Rights Agreement, in no event shall any Holder or any Transferee thereof request an Underwritten Shelf Takedown during the Lock-Up Period
applicable to such Person. There shall be no limit to the number of Underwritten Shelf Takedowns that may be requested by any Holder,
subject to the proviso in the first sentence of this Section 2.1(c).


 



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(d) Reduction
of Underwritten Shelf Takedowns. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith,
advise PubCo, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable
Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of
Common Stock or other Equity Securities that PubCo desires to sell and all other shares of Common Stock or other Equity Securities,
if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggyback
registration rights held by any other stockholders of PubCo, exceeds the maximum dollar amount or maximum number of Equity
Securities that can be sold in such Underwritten Offering without adversely affecting the proposed offering price, the timing, the
distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such securities,
as applicable, the “Maximum Number of Securities”), then PubCo shall include in such Underwritten Offering, as
follows: at all times (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata
based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be
included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Common
Stock or other Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii),
the shares of Common Stock or other Equity Securities of other Persons that PubCo is obligated to include in such Underwritten
Offering pursuant to separate written contractual arrangements with such Persons and that can be sold without exceeding the Maximum
Number of Securities.


 


(e) Withdrawal. Any
of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown
for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to PubCo and the Underwriter or Underwriters
(if any) of such Demanding Holder’s intention to withdraw from such Underwritten Shelf Takedown, prior to the public announcement
of the Underwritten Shelf Takedown by PubCo; provided that a Holder not so withdrawing may elect to have PubCo continue such Underwritten
Shelf Takedown if the Minimum Takedown Threshold would still be satisfied or if such Underwritten Shelf Takedown would be made with respect
to all of the Registrable Securities of such Holder. Following the receipt of any Withdrawal Notice, PubCo shall promptly forward such
Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to
the contrary contained in this Investor Rights Agreement, PubCo shall be responsible for the Registration Expenses incurred in connection
with an Underwritten Shelf Takedown prior to delivery of a Withdrawal Notice under this Section 2.1(e).


 


(f) Long-Form Demands.
Upon the expiration of the Lock-Up Period applicable to such Person, and during such times as no Shelf is effective, each Holder may demand
that PubCo file a Registration Statement on Form S-1 for the purpose of conducting an Underwritten Offering of any or all of such Holder’s
or Holders’ Registrable Securities. PubCo shall file such Registration Statement within thirty (30) days of receipt of such demand
and use its commercially reasonable efforts to cause the same to be declared effective within seventy-five (75) days of filing. The provisions
of Section 2.1(c), Section 2.1(d) and Section 2.1(e) shall apply to this Section 2.1(f) as if a demand under
this Section 2.1(f) were an Underwritten Shelf Takedown; provided that in order to withdraw a demand under this Section
2.1(f), such withdrawal must be received by PubCo prior to PubCo having publicly filed a Registration Statement pursuant to this Section
2.1(f).


 


Section 2.2 Piggyback Registration.


 


(a) Piggyback
Rights. If PubCo or any Holder proposes to conduct a registered offering of, or if PubCo proposes to file a Registration
Statement under the Securities Act with respect to an offering of, Equity Securities of PubCo or securities or other obligations
exercisable or exchangeable for or convertible into Equity Securities of PubCo, for its own account or for the account of
stockholders of PubCo (or by PubCo and by the stockholders of PubCo, including an Underwritten Shelf Takedown pursuant to Section
2.1), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any
employee stock option or other benefit plan or SEC Rule 145 transaction, (ii) for an exchange offer or offering of securities solely
to PubCo’s existing stockholders, (iii) for an offering of debt that is convertible into Equity Securities of PubCo, (iv) for
the committed equity line pursuant to the Cantor Common Stock Purchase Agreement, or (v) for a dividend reinvestment plan, then
PubCo shall give written notice of such proposed offering to all Holders as soon as practicable but not less than four (4) calendar
days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a
Shelf Registration, the launch date of such offering, which notice shall (A) describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or
Underwriters, if any and if known, in such offering, and (B) offer to all of the Holders the opportunity to include in such
registered offering such number of Registrable Securities as such Holders may request in writing within three (3) calendar days
after receipt of such written notice (such registered offering, a “Piggyback Registration”); provided that
each Holder hereby agrees that the fact that such a notice has been delivered shall constitute Confidential Information subject to Section
4.14. PubCo shall cause such Registrable Securities to be included in such Piggyback Registration and shall use its commercially
reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this Section 2.2(a) to be included in a Piggyback Registration on the same
terms and conditions as any similar securities of PubCo included in such registered offering and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any
Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to abide by the
terms of Section 2.6.


 



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(b) Reduction of Piggyback
Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration (other
than an Underwritten Shelf Takedown), in good faith, advises PubCo and the Holders participating in the Piggyback Registration in writing
that the dollar amount or number of shares of Common Stock or other Equity Securities that PubCo desires to sell, taken together with
(i) the shares of Common Stock or other Equity Securities, if any, as to which Registration or a registered offering has been demanded
pursuant to separate written contractual arrangements with Persons other than the Holders hereunder and (ii) the shares of Common Stock
or other Equity Securities, if any, as to which registration has been requested pursuant to Section 2.2, exceeds the Maximum Number
of Securities, then:


 


(i) if the Registration is initiated
and undertaken for PubCo’s account, PubCo shall include in any such Registration (A) first, the shares of Common Stock or other
Equity Securities that PubCo desires to sell, which can be sold without exceeding the Maximum Number of Securities, (B) second, to the
extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2(a) (pro rata based on the respective
number of Registrable Securities that each Holder has requested be included in such Registration), which can be sold without exceeding
the Maximum Number of Securities and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (A) and (B), the shares of Common Stock or other Equity Securities, if any, as to which Registration has been requested
pursuant to written contractual piggyback registration rights of other stockholders of PubCo, which can be sold without exceeding the
Maximum Number of Securities; or


 


(ii) if the Registration is pursuant
to a request by Persons other than the Holders, then PubCo shall include in any such Registration (A) first, the shares of Common Stock
or other Equity Securities, if any, of such requesting Persons, other than the Holders, which can be sold without exceeding the Maximum
Number of Securities, (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section
2.2(a) (pro rata based on the respective number of Registrable Securities that each Holder has requested be included in such Registration),
which can be sold without exceeding the Maximum Number of Securities, (C) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other Equity Securities that PubCo
desires to sell, which can be sold without exceeding the Maximum Number of Securities and (D) fourth, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other
Equity Securities, if any, for the account of other Persons that PubCo is obligated to register pursuant to separate written contractual
piggyback registration rights of such Persons, which can be sold without exceeding the Maximum Number of Securities.


 


Notwithstanding anything to the contrary
in this Section 2.2(b), in the event a Demanding Holder has submitted notice for a bona fide Underwritten Shelf Takedown and all
sales pursuant to such Underwritten Shelf Takedown pursuant to Section 2.1 have not been effected in accordance with the applicable
plan of distribution or submitted a Withdrawal Notice prior to such time that PubCo has given written notice of a Piggyback Registration
to all Holders pursuant to Section 2.2, then any reduction in the number of Registrable Securities to be offered in such offering
shall be determined in accordance with Section 2.1(d), instead of this Section 2.2(b).


 


(c) Piggyback
Registration Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason
whatsoever upon written notification to PubCo and the Underwriter or Underwriters (if any) of such Holder’s intention to
withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the SEC with respect
to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration, the filing of the
applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for
marketing such transaction. PubCo (whether on its own good faith determination or as the result of a request for withdrawal by
Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection
with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary set forth in this Investor Rights Agreement, PubCo shall be
responsible for the Registration Expenses incurred in connection with a Piggyback Registration prior to its withdrawal under this Section
2.2(c).


 






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(d) Lock-Up Restriction.
Notwithstanding anything herein to the contrary, this Section 2.2 shall not apply for any Holder or Party, prior to the expiration
of the Lock-Up Period in respect of such Holder or Party.


 


Section 2.3 Restriction on Transfer.
In connection with any Underwritten Offering of Equity Securities of PubCo, each Holder that participates in such Underwritten Offering
agrees that it shall not Transfer any shares of Common Stock (other than those included in such offering pursuant to this Investor Rights
Agreement), without the prior written consent of PubCo, during the period commencing five (5) calendar days prior (to the extent notice
of such Underwritten Offering has been provided) to such Underwritten Offering and ending upon the shorter of (a) the shortest number
of days that a director of PubCo, “executive officer” (as defined under Section 16 of the Exchange Act) of PubCo or any stockholder
of PubCo (other than a Holder or director or employee of, or consultant to, PubCo) who owns 10% or more of the outstanding shares of Common
Stock contractually agrees with the Underwriters of such Underwritten Offering to not to sell any securities of PubCo following such Underwritten
Offering and (b) the 90-day period beginning on the date of pricing of such offering, except in the event the Underwriter managing the
offering otherwise agrees by written consent, and further agrees to execute a customary lock-up agreement in favor of the Underwriters
to such effect (in each case, on substantially the same terms and conditions as all such Holders).


 


Section 2.4 General Procedures.
In connection with effecting any Registration and/or Shelf Takedown, subject to applicable Law and any regulations promulgated by any
securities exchange on which PubCo’s Equity Securities are then listed, each as interpreted by PubCo with the advice of its counsel,
PubCo shall use its commercially reasonable efforts (except as set forth in Section 2.4(d)) to effect such Registration and/or
Shelf Takedown to permit the sale of the Registrable Securities included in such Registration and/or Shelf Takedown in accordance with
the intended plan of distribution thereof, and pursuant thereto PubCo shall, as expeditiously as possible:


 


(a) prepare and file with the
SEC as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts
to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration
Statement have been sold;


 


(b) prepare and file with the
SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably
requested by any Holder or as may be required by the rules, regulations or instructions applicable to the registration form used by PubCo
or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities
covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement
or supplement to the Prospectus;


 


(c) prior to filing a Registration
Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of
Registrable Securities included in such Registration, and such Holders’ legal counsel, if any, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case, including all exhibits thereto and
documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus),
and such other documents as the Underwriters or the Holders of Registrable Securities included in such Registration or the legal counsel
for any such Holders, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


(d) prior to any
public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” Laws of such jurisdictions in the
United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of
distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such
registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration
Statement to be registered with or approved by such other Governmental Entities as may be necessary by virtue of the business and
operations of PubCo and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such
jurisdictions; provided, however, that PubCo shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service
of process or taxation in any such jurisdiction where it is not then otherwise so subject;


 






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(e) cause all such Registrable
Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by PubCo are then
listed;


 


(f) provide a transfer agent
or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration
Statement;


 


(g) advise each Holder of Registrable
Securities covered by a Registration Statement, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of
any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 


(h) at least three (3) calendar
days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or
Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus furnish a draft thereof
to each Holder of Registrable Securities included in such Registration Statement, or its counsel, if any (excluding any exhibits thereto
and any filing made under the Exchange Act that is to be incorporated by reference therein);


 


(i) notify the Holders at any
time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening
of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement,
and then to correct such Misstatement as set forth in Section 2.7;


 


(j) permit Representatives
of the Holders, the Underwriters, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate,
at each such Person’s own expense, except to the extent such expenses constitute Registration Expenses, in the preparation of the
Registration Statement, and cause PubCo’s officers, directors and employees to supply all information reasonably requested by any
such Representative, Underwriter, attorney, consultant or accountant in connection with such Registration; provided, however,
that such Persons agree to confidentiality arrangements reasonably satisfactory to PubCo, prior to the release or disclosure of any such
information;


 


(k) obtain a “cold comfort”
letter, and a bring-down thereof, from PubCo’s independent registered public accountants in the event of an Underwritten Offering
which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold
comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the
participating Holders;


 


(l) on the date the Registrable
Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurances letter, dated as of such date,
of counsel representing PubCo for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if
any, and the Underwriters, if any, covering such legal matters with respect to such Registration in respect of which such opinion is being
given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions
and negative assurance letters, and reasonably satisfactory to the participating Holders;


 


(m) in the event of any Underwritten
Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter
of such Underwritten Offering;


 






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(n) make available to its security
holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months beginning within three months
after the effective date of such Registration Statement, which satisfies the provisions of Section 11(a) of the Securities Act and Rule
158 thereunder (or any successor rule promulgated thereafter by the SEC);


 


(o) if an Underwritten Offering
involves Registrable Securities with a total offering price (including piggyback securities and before deduction of underwriting discounts)
reasonably expected to exceed, in the aggregate, $20,000,000, use its commercially reasonable efforts to make available senior executives
of PubCo to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such
Underwritten Offering; and


 


(p) otherwise, in good faith,
cooperate reasonably with, and take such customary actions as may reasonably be requested by, the Holders in connection with such Registration.


 


Section 2.5 Registration Expenses.
The Registration Expenses of all Registrations shall be borne by PubCo. It is acknowledged by the Holders that the Holders selling any
Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities (including
all reasonable fees and expenses of any legal counsel representing such Holders (to the extent such counsel is not also representing PubCo,
as determined in accordance with clause (f) of the definition of “Registration Expenses”)), such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs, in each case, pro rata based on the number of Registrable Securities that
such Holders have sold in such Registration.


 


Section 2.6 Requirements for Participating
in Underwritten Offerings. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, if any Holder does
not provide PubCo with its requested Holder Information, PubCo may exclude such Holder’s Registrable Securities from the applicable
Registration Statement or Prospectus if PubCo determines, based on the advice of counsel, that such information is necessary to effect
the Registration and such Holder continues thereafter to withhold such information. No Person may participate in any Underwritten Offering
of Equity Securities of PubCo pursuant to a Registration under this Investor Rights Agreement unless such Person (a) agrees to sell such
Person’s Registrable Securities on the basis provided in any underwriting and other arrangements approved by PubCo in the case of
an Underwritten Offering initiated by PubCo, and approved by the Demanding Holders in the case of an Underwritten Offering initiated by
the Demanding Holders and (b) completes and executes all customary questionnaires, powers of attorney, custody agreements, indemnities,
lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting
arrangements. Subject to the minimum thresholds set forth in Section 2.1(c) and 2.4(o), the exclusion of a Holder’s
Registrable Securities as a result of this Section 2.6 shall not affect the registration of the other Registrable Securities to
be included in such Registration.


 


Section 2.7 Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from PubCo that a Registration Statement or Prospectus contains a
Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of
a supplemented or amended Prospectus correcting the Misstatement (and PubCo hereby covenants to prepare and file such supplement or
amendment as soon as practicable after giving such notice), or until it is advised in writing by PubCo that the use of the
Prospectus may be resumed. If (1) the filing, initial effectiveness or continued use of a Registration Statement in respect of any
Registration at any time would require PubCo to make an Adverse Disclosure or would require the inclusion in such Registration
Statement of financial statements that are unavailable to PubCo for reasons beyond PubCo’s reasonable control or (2) PubCo
determines that the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any
time would reasonably be expected to have a material adverse effect on any proposal or plan by PubCo or any of its subsidiaries to
engage in any material acquisition of assets or stock (other than in the ordinary course of business) or any material merger,
consolidation, tender offer, recapitalization, reorganization, financing or other transaction involving PubCo, PubCo may, upon
giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such
Registration Statement for the shortest period of time, but in no event more than 90 days in any 12-month period, determined in good
faith by PubCo to be necessary for such purpose. In the event PubCo exercises its rights under the preceding sentence, the Holders
agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to such
Registration in connection with any sale or offer to sell Registrable Securities. PubCo shall immediately notify the Holders of the
expiration of any period during which it exercised its rights under this Section 2.7.


 






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Section 2.8 Reporting Obligations.
As long as any Holder shall own Registrable Securities, PubCo, at all times while it shall be a reporting company under the Exchange Act,
covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to
be filed by PubCo after the Effective Date pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders
with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the SEC pursuant
to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished to the Holders pursuant to this
Section 2.8.


 


Section 2.9 Other Obligations.
In connection with a Transfer of Registrable Securities exempt from Section 5 of the Securities Act, pursuant to SEC Rule 144 or through
any broker-dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration
Statement of which such Prospectus forms a part, PubCo shall, subject to applicable Law, as interpreted by PubCo with the advice of counsel,
and the receipt of any customary documentation required from the applicable Holders in connection therewith, (a) promptly instruct its
transfer agent to remove any restrictive legends applicable to the Registrable Securities being Transferred and (b) cause its legal counsel
to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under clause (a). In
addition, PubCo shall cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders in connection
with, the aforementioned Transfers; provided, however, that PubCo shall have no obligation to participate in any “road
shows” or assist with the preparation of any offering memoranda or related documentation with respect to any Transfer of Registrable
Securities in any transaction that does not constitute an Underwritten Offering.


 


Section 2.10 Indemnification and Contribution.


 


(a) PubCo agrees to indemnify
and hold harmless each Holder, its officers, managers, directors, employees, trustees, equityholders, beneficiaries, affiliates, agents
and Representatives and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses (including reasonable and documented attorneys’ fees) (or actions in respect thereto) caused by, resulting
from, arising out of or based upon (i) any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or similar document incident to any Registration, qualification, compliance or sale effected pursuant
to this Article II or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading or (ii) any violation or alleged violation by PubCo of
the Securities Act or any other similar federal or state securities Laws, and will reimburse, as incurred, each such Holder, its officers,
managers, directors, trustees, equityholders, beneficiaries, affiliates, agents and Representatives and each Person who controls such
Holder (within the meaning of the Securities Act) for any legal and any other expenses reasonably incurred and documented in connection
with investigating or defending any such loss, claim, damage, liability or expense; provided that PubCo will not be liable in any
such case to the extent that any such loss, claim, damage, liability or expense are caused by, arises out of or is based on any untrue
statement or omission made in reliance and in conformity with written information furnished to PubCo by or on behalf of such Holder expressly
for use therein. PubCo shall indemnify each Underwriter, its respective officers and directors and each Person who controls such Underwriter
(within the meaning of the Securities Act) to the same extent as provided in the foregoing sentence with respect to the indemnification
of each Holder.


 


(b) In
connection with any Registration Statement or Prospectus in which a Holder of Registrable Securities is participating, such Holder
shall furnish to PubCo in writing such information and affidavits as PubCo reasonably requests for use in connection with any such
Registration Statement or Prospectus (the “Holder Information”) and, to the extent permitted by Law, such Holder
shall indemnify and hold harmless PubCo, its officers, managers, directors, employees, trustees, equityholders, beneficiaries,
affiliates, agents and Representatives and each Person who controls PubCo (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) (or actions in respect thereof)
arising out of, resulting from or based on any untrue statement of material fact contained in the Registration Statement, Prospectus
or preliminary Prospectus or similar document or any amendment thereof or supplement thereto, or any omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by or on behalf of such Holder expressly
for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among
such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to
and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration
Statement. The Holders of Registrable Securities shall indemnify each Underwriter, its officers, directors and each Person who
controls such Underwriter (within the meaning of the Securities Act) to the same extent as provided in the foregoing sentence with
respect to indemnification of PubCo.


 






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(c) Any Person entitled to
indemnification under this Section 2.10 shall (i) give prompt written notice, after such Person has actual knowledge thereof, to
the indemnifying party of any claim, proceeding or litigation with respect to which such Person seeks indemnification (provided that the
failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not
materially prejudiced the indemnifying party in the defense of any such claim, proceeding or litigation) and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party (not to be unreasonably withheld,
conditioned or delayed) and the indemnified party may participate in such defense at the indemnifying party’s expense if representation
of such indemnified 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 proceeding. An indemnifying party, in the defense of any such claim, proceeding or litigation,
without the consent of each indemnified party, may only consent to the entry of any judgment or enter into any settlement that (i) includes
as a term thereof the giving by the claimant or plaintiff therein to such indemnified party of an unconditional release from all liability
with respect to such claim or litigation and (ii) does not include any recovery (including any statement as to or an admission of fault,
culpability or a failure to act by or on behalf of such indemnified party) other than monetary damages; provided that any sums
payable in connection with such settlement are paid in full by the indemnifying party.


 


(d) The indemnification provided
under this Investor Rights Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, manager, director, Representative or controlling Person of such indemnified party and shall survive
the Transfer of securities.


 


(e) If the indemnification
provided in this Section 2.10 from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party
in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying
the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages,
liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified
party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall
be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section
2.10(e) shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability.
The amount paid or payable by a Party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in Sections 2.10(a), 2.10(b) and 2.10(c), any legal or other fees, charges or expenses
reasonably incurred and documented by such Party in connection with any investigation or proceeding. The Parties agree that it would not
be just and equitable if contribution pursuant to this Section 2.10(e) were determined by pro rata allocation or by any other method
of allocation, which does not take account of the equitable considerations referred to in this Section 2.10(e). No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant
to this Section 2.10(e) from any Person who was not guilty of such fraudulent misrepresentation.


 


Section 2.11 Other
Registration Rights. Other than the registration rights set forth in the Original RRA and Cantor Registration Rights Agreement,
PubCo represents and warrants that no Person, other than a Holder of Registrable Securities pursuant to this Investor Rights
Agreement, has any right to require PubCo to register any securities of PubCo for sale or to include such securities of PubCo in any
Registration Statement filed by PubCo for the sale of securities for its own account or for the account of any other Person.
Further, each of PubCo, the Sponsor and the Sponsor Principals represents and warrants that this Investor Rights Agreement
supersedes any other registration rights agreement (including the Original RRA), other than the Cantor Registration Rights
Agreement.


 






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Section 2.12 SEC Rule 144.
With a view to making available to the Holders the benefits of SEC Rule 144, PubCo covenants that it will (a) make available at all times
information necessary to comply with SEC Rule 144, if SEC Rule 144 is available with respect to resales of the Registrable Securities
under the Securities Act and (b) take such further action as the Holders may reasonably request, all to the extent required from time
to time to enable them to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by SEC Rule 144 promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), as
such rule may be amended from time to time, or otherwise. Upon the request of any Holder, PubCo will deliver to such Holder a written
statement as to whether PubCo has complied with such information requirements, and, if not, the specific reasons for non-compliance.


 


Section 2.13 Term. This Article
II shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions
of Section 2.10 shall survive any such termination with respect to such Holder.


 


Section 2.14 Holder Information.
Each Holder agrees, if requested in writing by PubCo, to represent to PubCo the total number of Registrable Securities held by such Holder
in order for PubCo to make determinations under this Investor Rights Agreement, including for purposes of Section 2.12. Other than
the Sellers and the Founder Holders, a Party who does not hold Registrable Securities as of the Closing Date and who acquires Registrable
Securities after the Closing Date will not be a “Holder” until such Party gives PubCo a representation in writing of the number
of Registrable Securities it holds.


 


Section 2.15
Termination of Original RRA. Upon the Closing, PubCo, the Sponsor and the Sponsor Principals hereby agree that the Original RRA
and all of the respective rights and obligations of the parties thereunder are hereby terminated in their entirety and shall be of no
further force or effect.


 


Section 2.16 Distributions; Direct Ownership.


 


(a) In the event that, pursuant
to and in accordance with Section 3.2, the Sponsor distributes all of its Registrable Securities to its equityholders, limited
partners and members of its general partner (the “Sponsor Members”), the Sponsor Members shall be treated as the Sponsor
under this Investor Rights Agreement; provided that the Sponsor Members, taken as a whole, shall not be entitled to rights in excess
of those conferred on the Sponsor, as if the Sponsor remained a single entity party to this Investor Rights Agreement.


 


(b) In the event that a Seller
distributes all of its Registrable Securities to its equityholders, such equityholders shall be treated as a Seller under this Investor
Rights Agreement; provided that such equityholders, taken as a whole, shall not be entitled to rights in excess of those conferred
on a Seller, as if such Seller remained a single party to this Investor Rights Agreement.


 


(c) Except as set forth in
(a) and (b) immediately above, no distribution for purposes of this Section 2.16 may occur prior to the conclusion of any Lock-Up Period
applicable to the Sponsors, such Other Holder or such Seller, as applicable.


 


Section 2.17 Adjustments.
If there are any changes in the shares of Common Stock as a result of stock split, stock dividend, combination or reclassification, or
through merger, consolidation, recapitalization or other similar event, equitable adjustment shall be made in the provisions of this Investor
Rights Agreement, as may be required, so that the rights, privileges, duties and obligations under this Investor Rights Agreement shall
continue with respect to the shares of Common Stock as so changed.


 






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ARTICLE III

 LOCK-UP


 


Section 3.1 Lock-Up.


 


(a) Each
Holder severally, and not jointly, agrees with PubCo not to effect any Transfer, or make a public announcement of any intention to
effect such Transfer, of any Lock-Up Shares Beneficially Owned or otherwise held by such Holder during the Lock-Up Period; provided
that such prohibition shall not apply to Transfers (i) permitted pursuant to Section 3.2 or (ii) permitted pursuant to Article
II (other than Section 2.9). The “Lock-Up Period” with respect to the Lock-Up Shares of each Holder
shall be the period commencing on the Closing Date and continuing until the date that is one hundred eighty (180) days after the
Closing Date. “Lock-Up Shares” means the Equity Securities of PubCo and NewCo LLC held by the Holders, directly
or indirectly, as of the Closing Date; provided that in no event shall the securities held by St. Cloud Capital Partners III SBIC,
L.P. or the Warrants (or any shares of Class A Common Stock issued upon exercise of any Warrant) be considered “Lock-Up
Shares.”


 


(b) During the Lock-Up Period,
any purported Transfer of Lock-Up Shares other than in accordance with this Investor Rights Agreement shall be null and void, and PubCo
shall refuse to recognize any such Transfer for any purpose; provided that the Sellers shall be permitted to exchange any Class
B Company Units and shares of Class B Common Stock for shares of Class A Common Stock, which shall be considered “Lock-Up Shares.”


 


(c) The Holders acknowledge
and agree that, notwithstanding anything to the contrary contained in this Investor Rights Agreement, the Equity Securities of PubCo and
NewCo LLC, in each case, Beneficially Owned by such Holder shall remain subject to any restrictions on Transfer under applicable securities
Laws of any Governmental Entity, including all applicable holding periods under the Securities Act and other rules of the SEC.


 


Section 3.2 Permitted
Transfers. Notwithstanding anything to the contrary contained in this Investor Rights Agreement, during the Lock-Up Period
applicable to any Lock-Up Shares of a Holder, such Holder may Transfer, without the consent of PubCo, any of such Lock-Up Shares to
(a) any of such Holder’s Permitted Transferees, upon prior written notice to PubCo or (b) (i) a charitable organization, upon
prior written notice to PubCo, (ii) in the case of an individual, by virtue of Laws of descent and distribution upon death of the
individual, (iii) in the case of an individual, pursuant to a qualified domestic relations order (iv) as a distribution to limited
partners, members or stockholders of such Holder; (v) to a nominee or custodian of a Person to whom a disposition or transfer would
be permissible under clause (ii); (vi) pursuant to any liquidation, merger, stock exchange or other similar transaction which
results in all of PubCo’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property subsequent to the Business Combination; (vii) pledges of Lock-Up Shares as security or collateral in connection with a
borrowing or the incurrence of any indebtedness by the Holder, provided, however, that such borrowing or incurrence of indebtedness
is secured by either a portfolio of assets or equity interests issued by multiple issuers; (viii) pursuant to an order or decree of
a governmental authority; (ix) from an employee to PubCo or its Subsidiary upon death, disability or termination of employment, in
each case, of such employee; (x) transfers pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization,
consolidation or other transaction involving a change of control of PubCo (including negotiating and entering into an agreement
providing for any such transaction) that have been approved by the Board; provided, however, that in the event that such tender
offer, merger, recapitalization, consolidation or other such transaction is not completed, the Lock-Up Shares subject to this
Agreement shall remain subject to this Agreement; (xi) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under
the Exchange Act; provided, however, that such plan does not provide for the transfer of Lock-Up Shares during the Lock-Up Period;
or (xii) to PubCo (a) pursuant to the exercise of any option to purchase Common Stock granted by PubCo pursuant to any employee
benefit plans or arrangements (including any employee benefit plans or arrangements assumed in connection with the Merger), or (b)
for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the exercise of any option to
purchase Common Stock or the vesting of any stock-based awards granted by PubCo pursuant to employee benefit plans or arrangements
(including any employee benefit plans or arrangements assumed in connection with the Merger); provided that in connection
with any Transfer of such Lock-Up Shares pursuant to clause (b)(ii) or clause (b)(iii), (A) the restrictions and
obligations contained in Section 3.1 and this Section 3.2 will continue to apply to such Lock-Up Shares after any
Transfer of such Lock- Up Shares and (B) the Transferee of such Lock-Up Shares shall have no rights under this Investor Rights
Agreement, unless, for the avoidance of doubt, such Transferee is a Permitted Transferee in accordance with this Investor Rights
Agreement. Any Transferee of Lock-Up Shares that is a Permitted Transferee of the Transferor shall be required, at the time of and
as a condition to such Transfer, to become a party to this Investor Rights Agreement, by executing and delivering a joinder,
substantially in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated
as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement.


 






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ARTICLE IV

 GENERAL PROVISIONS


 


Section 4.1 Assignment; Successors and Assigns; No Third
Party Beneficiaries.


 


(a) Except as otherwise permitted
pursuant to this Investor Rights Agreement, and other than assignments in connection with a distribution pursuant to Section 2.16,
this Investor Rights Agreement may not be assigned in whole or in part by any party (whether by operation of Law or otherwise), without
the prior written consent of Lake Street, in the case of an assignment by a Founder Holder, or the Sponsor, in the case of an assignment
by a Seller. Any such assignee may not again assign those rights, other than in accordance with this Article IV. Any attempted
assignment not in accordance with the terms of this Article IV shall be void, ab initio.


 


(b) Notwithstanding anything
to the contrary contained in this Investor Rights Agreement (other than the succeeding sentence of this Section 4.1(b)), (i) prior
to the expiration of the Lock-Up Period with respect to any Lock-Up Shares of a Holder, such Holder may not Transfer such Holder’s
rights or obligations under this Investor Rights Agreement in connection with a Transfer of such Holder’s Registrable Securities,
in whole or in part, except in connection with a Transfer pursuant to Section 3.2, and (ii) after the expiration of the Lock-Up
Period with respect to such Lock-Up Shares, such Holder may Transfer such Holder’s rights or obligations under this Investor Rights
Agreement in connection with a Transfer of such Holder’s Registrable Securities, in whole or in part, to (A) any of such Holder’s
Permitted Transferees or (B) any Person with the prior written consent of PubCo. Any Transferee of Registrable Securities (other than
pursuant to an effective Registration Statement or a SEC Rule 144 transaction) pursuant to this Section 4.1(b) shall be required,
at the time of and as a condition to such Transfer, to become a party to this Investor Rights Agreement by executing and delivering a
joinder, substantially in the form attached to this Investor Rights Agreement as Exhibit A, whereupon such Transferee will be treated
as a Party (with the same rights and obligations as the Transferor) for all purposes of this Investor Rights Agreement. No Transfer of
Registrable Securities by a Holder shall be registered on PubCo’s books and records, and such Transfer of Registrable Securities
shall be null and void and not otherwise effective, unless any such Transfer is made in accordance with the terms and conditions of this
Investor Rights Agreement, and PubCo is hereby authorized by all of the Holders to enter appropriate stop transfer notations on its transfer
records to give effect to this Investor Rights Agreement.


 


(c) All of the terms and provisions
of this Investor Rights Agreement shall be binding upon the Parties and their respective successors, assigns, heirs and representatives,
but shall inure to the benefit of and be enforceable by the successors, assigns, heirs and representatives of any Party only to the extent
that they are permitted successors, assigns, heirs and representatives pursuant to the terms of this Investor Rights Agreement.


 


(d) Nothing in this Investor
Rights Agreement, express or implied, is intended to confer upon any Party, other than the Parties and their respective permitted successors,
assigns, heirs and representatives, any rights or remedies under this Investor Rights Agreement or otherwise create any third party beneficiary
hereto.


 


Section 4.2 Termination. Article
II of this Investor Rights Agreement shall terminate as set forth in Section 2.13. The remainder of this Investor Rights Agreement
shall terminate automatically (without any action by any Party) as to each Holder when such Holder ceases to Beneficially Own any Registrable
Securities; provided that the provisions of Section 2.10 shall survive any such termination with respect to such Holder.


 


Section 4.3 Severability.
If any provision of this Investor Rights Agreement is determined to be invalid, illegal or unenforceable by any Governmental Entity, the
remaining provisions of this Investor Rights Agreement, to the extent permitted by Law shall remain in full force and effect.


 


Section 4.4 Entire Agreement; Amendments; No Waiver.


 


(a) This
Investor Rights Agreement, together with Exhibits to this Investor Rights Agreement, the BCA, the Amended and Restated NewCo LLC
Agreement, the Company LLC Agreement, and all other Ancillary Documents, constitute the entire agreement among the Parties with
respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both oral and written, among
the Parties with respect to the subject matter set forth in this Investor Rights Agreement and therein.


 


(b) No provision of this Investor
Rights Agreement may be amended or modified in whole or in part at any time without the express written consent of (i) PubCo, (ii) for
so long as the Sellers and their Permitted Transferees collectively Beneficially Own ten percent (10%) or more of the voting power of
the stock of PubCo held by the Sellers immediately after the Closing, Lake Street, (iii) for so long as the Sponsor and its Permitted
Transferees collectively Beneficially Own Class A Common Stock representing fifty percent (50%) or more of the Class A Common Stock held
by the Sponsor immediately after the Closing, the Sponsor, and (iv) in any event at least the Holders holding in the aggregate more than
fifty percent (50%) of the Registrable Securities Beneficially Owned by the Holders; provided that any such amendment or modification
that would be materially adverse in any respect to any Holder shall require the prior written consent of such Holder; provided,
further that a provision that has terminated with respect to a Party shall not require any consent of such Party (and such Party’s
Class A Common Stock shall not be considered in computing any percentages) with respect to amending or modifying such provision.


 






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(c) No waiver of any provision
or default under, nor consent to any exception to, the terms of this Investor Rights Agreement shall be effective unless in writing and
signed by the Party to be bound and then only to the specific purpose, extent and instance so provided; provided that, notwithstanding
the foregoing, no waiver of any provision or default under, nor consent to any exception to, the terms and provisions of Article III
shall be effective unless in writing and signed by each of (i) PubCo, (ii) for so long as the Sellers and their Permitted Transferees
collectively Beneficially Own ten percent (10%) or more of the voting power of the stock of PubCo held by the Sellers immediately after
the Closing, Lake Street, (iii) for so long as the Sponsor and its Permitted Transferees collectively Beneficially Own Class A Common
Stock representing fifty percent (50%) or more of the Class A Common Stock held by the Sponsor immediately after the Closing, the Sponsor
and (iv) at least the Holders holding, in the aggregate, more than fifty percent (50%) of the Registrable Securities Beneficially Owned
by the Holders.


 


(d) Notwithstanding the foregoing
provisions of this Section 4.4, other than with respect to amendments, modifications, waivers or consents relating to Article
III, no amendment, modification, waiver or consent shall be required by (i) the Sponsor or its Permitted Transferees, with respect
to any provision that has, in accordance with Section 4.2, terminated as to the Founder Holders or (ii) any Seller or its Permitted
Transferees, with respect to any provision that has, in accordance with Section 4.2, terminated as to such Seller or all of the
Sellers.


 


Section 4.5 Counterparts; Electronic
Delivery. This Investor Rights Agreement and any other agreements, certificates, instruments and documents delivered pursuant to this
Investor Rights Agreement may be executed and delivered in one or more counterparts and by email or other electronic transmission, each
of which shall be deemed an original and all of which shall be considered one and the same agreement. No Party shall raise the use of
email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use
of email as a defense to the formation or enforceability of a contract and each Party forever waives any such defense.


 


Section 4.6 Notices. 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) by delivery in person, by email (having obtained electronic delivery confirmation thereof (i.e., an electronic record
of the sender that the email was sent to the intended recipient thereof without an “error” or similar message that such email
was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt
thereof) to the other Parties as follows:


 


(a)
if to PubCo, to:


 

RW National Holdings, LLC (t/b/k/a Appreciate, Inc.)


6101
Baker Road, Suite 200


Minnetonka, Minnesota 55345


Attention: Chris Laurence


Email: claurence@renterswarehouse.com


 


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


 


Winthrop & Weinstine


Capella Tower, Suite 3500


225 South
Sixth Street


Minneapolis, MN 55402


Attention: Philip T. Colton


E-mail: pcolton@winthrop.com


 


(b)
if to any Founder Holder, to:

 


PropTech Investment Corporation II


3415 North Pines Way


Suite 204


Wilson, WY 83014


Attention: Joseph Beck


E-mail: jbeck@hennessycapitalgroup.com


 


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


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, NY
10022


Attention: Douglas Ryder, P.C.; Patrick Salvo; Julian Seiguer,
P.C.


E-mail: douglas.ryder@kirkland.com; patrick.salvo@kirkland.com;


julian.seiguer@kirkland.com


 






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(c)
if to any Seller or Lake Street, to:

 


Northern Pacific Group


c/o Lake Street Landlords, LLC


315 Lake Street East


Wayzata, MN 55391


Attention: Scott Honour


Email: shonour@northernpacificgroup.com


 


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


 


Faegre Drinker Biddle & Reath LLP


2200 Wells Fargo Center


90 South Seventh Street


Minneapolis, MN 55402


Attention:
Steven C. Kennedy


E-mail: steve.kennedy@faegredrinker.com


 


or to such other address as the Party to whom notice is
given may have furnished following the date of this Investor Rights Agreement and prior to such notice to the others in writing in the
manner set forth above.


 


Section 4.7 Governing Law.
This Investor Rights Agreement and the consummation of the transactions contemplated by this Investor Rights Agreement, and any action,
suit, dispute, controversy or claim arising out of this Investor Rights Agreement and the consummation of the transactions contemplated
by this Investor Rights Agreement, or the validity, interpretation, breach or termination of this Investor Rights Agreement and the consummation
of the transactions contemplated by this Investor Rights Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.


 


Section 4.8 WAIVER OF JURY TRIAL.
THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE
OF ACTION (A) ARISING UNDER THIS INVESTOR RIGHTS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF
THE PARTIES IN RESPECT OF THIS INVESTOR RIGHTS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR ANY FINANCING IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING IN RESPECT OF ANY ACTION AGAINST ANY FINANCING SOURCE (IF ANY), IN EACH CASE, WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREE AND CONSENT THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL
COUNTERPART OF A COPY OF THIS INVESTOR RIGHTS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO. EACH
PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) 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, (II) EACH SUCH PARTY UNDERSTANDS AND
HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS INVESTOR RIGHTS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
4.8.


 


Section 4.9 Submission to Jurisdiction.
Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware
(or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of New
York, New York County), for the purposes of any Proceeding, claim, demand, action or cause of action (a) arising under this Investor Rights
Agreement or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any
of the transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding
in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such
Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert,
by way of motion or as a defense, counterclaim or otherwise, in any Proceeding claim, demand, action or cause of action against such Party
(i) arising under this Investor Rights Agreement or (ii) in any way connected with or related or incidental to the dealings of the Parties
in respect of this Investor Rights Agreement or any of the transactions contemplated hereby, (A) any claim that such Party is not personally
subject to the jurisdiction of the courts as described in this Section 4.9 for any reason, (B) that such Party or such Party’s
property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through
service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C)
that (1) the Proceeding, claim, demand, action or cause of action in any such court is brought against such Party in an inconvenient forum,
(2) the venue of such Proceeding, claim, demand, action or cause of action against such Party is improper or (3) this Investor Rights
Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of
any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 4.6 shall
be effective service of process for any such Proceeding, claim, demand, action or cause of action.


 






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Section 4.10 Specific
Performance. Each Party hereby agrees and acknowledges that the rights of each Party to consummate the transactions contemplated
hereby are unique and recognize and affirm that, in the event any of the provisions hereof are not performed in accordance with
their specific terms or otherwise are breached that it will be impossible to measure in money the damages that would be suffered if
the Parties fail to comply with any of the obligations imposed on them by this Investor Rights Agreement and that, in the event of
any such failure, an aggrieved Party will be irreparably damaged and will not have an adequate remedy at Law. Any such Party shall,
therefore, be entitled (in addition to any other remedy to which such Party may be entitled at Law or in equity) to injunctive
relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any Proceeding should
be brought in equity to enforce any of the provisions of this Investor Rights Agreement, none of the Parties shall raise the defense
that there is an adequate remedy at Law.


 


Section 4.11 Subsequent Acquisition
of Shares. Any Equity Securities of PubCo or NewCo LLC acquired subsequent to the Effective Date by a Holder (including any Earn Out
Shares) shall be subject to the terms and conditions of this Investor Rights Agreement and such Equity Securities shall be considered
to be “Registrable Securities” and “Lock-Up Shares.”


 


Section 4.12 Legends. Each
of the Holders acknowledges that (a) no Transfer, hypothecation or assignment of any Registrable Securities Beneficially Owned by such
Holder may be made except in compliance with applicable federal and state securities Laws and (b) PubCo shall (i) place customary restrictive
legends on the certificates or book entries representing the Registrable Securities subject to this Investor Rights Agreement and (ii)
remove such restrictive legends at the time the applicable Transfer and other restrictions contemplated thereby are no longer applicable
to the Registrable Securities represented by such certificates or book entries.


 


Section 4.13 No Third Party Liabilities.
This Investor Rights Agreement may only be enforced against the named Parties hereto. All claims or causes of action (whether in contract,
tort, equity or otherwise) that may be based upon, arise out of or relate to any of this Investor Rights Agreement, or the negotiation,
execution or performance of this Investor Rights Agreement (including any representation or warranty made in or in connection with this
Investor Rights Agreement or as an inducement to enter into this Investor Rights Agreement), may be made only against the Persons that
are expressly identified as Parties hereto, as applicable, and no past, present or future direct or indirect director, officer, employee,
incorporator, member, partner, stockholder, Affiliate, portfolio company in which any such Party or any of its investment fund Affiliates
have made a debt or equity investment (and vice versa), agent, attorney or representative of any Party (including any Person negotiating
or executing this Investor Rights Agreement on behalf of a Party), unless a Party to this Investor Rights Agreement, shall have any liability
or obligation with respect to this Investor Rights Agreement or with respect any claim or cause of action (whether in contract, tort,
equity or otherwise) that may arise out of or relate to this Investor Rights Agreement, or the negotiation, execution or performance of
this Investor Rights Agreement (including a representation or warranty made in or in connection with this Investor Rights Agreement or
as an inducement to enter into this Investor Rights Agreement).


 


Section 4.14 Confidential
Information. Each of the Parties recognizes that it, or its Affiliates and Representatives, has acquired or will acquire
Confidential Information the use or disclosure of which could cause PubCo substantial loss and damages that could not be readily
calculated and for which no remedy at Law would be adequate. Accordingly, each of the Parties covenants and agrees with PubCo that
it will not (and will cause its respective controlled Affiliates and Representatives not to) at any time, except with the prior
written consent of PubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a)
such information becomes known to the public through no fault of such Party, (b) disclosure is required by applicable Law or court
of competent jurisdiction or requested by a Governmental Entity; provided that such Party promptly notifies PubCo of such
requirement or request and takes commercially reasonable steps, at the sole cost and expense of PubCo, to minimize the extent of any
such required disclosure, (c) such information was available or becomes available to such Party before, on or after the Effective
Date, without restriction, from a source (other than PubCo) without any breach of duty to PubCo or (d) such information was
independently developed by such Party or its Representatives without the use of Confidential Information. Notwithstanding the
foregoing, nothing in this Investor Rights Agreement shall prohibit any Party from disclosing Confidential Information to any
Affiliate, Representative, limited partner, member or shareholder of such Party; provided that such Person shall be bound by
an obligation of confidentiality with respect to such Confidential Information and such Party shall be responsible for any breach of
this Section 4.14 by any such Person. No Confidential Information shall be deemed to be provided to any Person, including any
Affiliate of any Party, unless such Confidential Information is actually provided to such Person.


 


Section 4.15 Indemnification.


 


(a) In connection with any
Registration Statement in which a Holder of Registrable Securities is participating, PubCo agrees to indemnify, to the extent
permitted by law, each such Holder of Registrable Securities, its officers, directors, employees, advisors, agents, Representatives,
members and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses (including reasonable and documented attorneys’ fees and inclusive of all reasonable and documented
attorneys’ fees arising out of the enforcement of each such Persons’ rights under this Section 4.15) resulting
from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not
misleading, except insofar as the same are caused by or contained in any information furnished in writing to PubCo by such Holder
expressly for use therein. PubCo shall indemnify the Underwriters, their officers and directors and each Person who controls such
Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the
indemnification of the Holder. Notwithstanding the foregoing, the indemnity agreement contained in this Section 4.15(a) shall
not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of PubCo,
which consent shall not be unreasonably withheld, conditioned or delayed.


 






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(b) In connection with any
Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to PubCo in writing such
information and affidavits as PubCo reasonably requests for use in connection with any such Registration Statement or Prospectus and,
to the extent permitted by law, shall, indemnify PubCo, its directors and officers and agents and each Person who controls PubCo (within
the meaning of the Securities Act) and any other Holders of Registrable Securities participating in the Registration, against any losses,
claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement
of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such
Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several,
among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to
and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.
The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each Person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of PubCo.


 


(c) Any Person entitled to
indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification
(provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the
extent such failure has not materially prejudiced the indemnifying party’s ability to defend such action) and (ii) unless in such
indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with
respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to
those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed).
An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and
expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties
with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment
or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying
party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


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


 


(e) If the indemnification
provided under this Section 4.15 from the indemnifying party is held by a court of competent jurisdiction to be unavailable or
insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein,
then the indemnifying party, in lieu of indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount
paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and indemnified party shall be determined by a court of law by reference
to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified
party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity
to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.15(e)
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability except in the
case of fraud or willful misconduct by such Holder. The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth in Section 4.15(a), Section 4.15(b) and
Section 4.15(c), any legal or other fees, charges or expenses reasonably incurred and documented by such party in connection with
any investigation or proceeding. The Parties agree that it would not be just and equitable if contribution pursuant to this Section
4.15(e) were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable
considerations referred to in this Section 4.15(e). No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 4.15(e) from any Person who was not guilty
of such fraudulent misrepresentation.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, each of the Parties
has duly executed this Investor Rights Agreement as of the Effective Date.


 


	 	PUBCO:
	 	 
	 	APPRECIATE HOLDINGS, INC.
	 	 
	 	By:	/s/
    Thomas D. Hennessy
	 	Name: 	Thomas D. Hennessy
	 	Title:	Chairman, Co-Chief Executive
    Officer
	 	 	and President
	 	 	 
	 	By:	/s/
    Joseph Beck
	 	Name:	Joseph Beck
	 	Title:	Co-Chief Executive Officer
    and Chief
	 	 	Financial Officer
	 	 	 
	 	SPONSOR:
	 	 
	 	HC PROPTECH PARTNERS II LLC
	 	 
	 	By:	/s/
    Thomas D. Hennessy
	 	Name:	Thomas D. Hennessy
	 	Title:	Managing Member
	 	 	 
	 	By:	/s/
    Joseph Beck
	 	Name:	Joseph Beck
	 	Title:	Managing Member
	 	 	 
	 	By:	/s/
    Daniel J. Hennessy
	 	Name:	Daniel J. Hennessy
	 	Title:	Managing Member



 


[Signature Page to Investor Rights
Agreement]


 



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	 	SPONSOR PRINCIPALS:
	 	 
	 	/s/ Jack Leeney
	 	Jack Leeney
	 	 
	 	/s/ Courtney Robinson
	 	Courtney Robinson
	 	 
	 	/s/ Gloria
    Fu
	 	Gloria Fu
	 	 
	 	/s/ Margaret Whelan
	 	Margaret Whelan
	 	 
	 	/s/ Adam Blake
	 	Adam Blake



 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ James Gregg
	 	 	Name: 	James Gregg



 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 
	 	By:	/s/ Jerry Adler
	 	Name: 	Jerry Adler


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ Adam Clabaugh
	 	 	Name: 	Adam Clabaugh


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ Andrew Nast
	 	 	Name: 	Andrew Nast


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ Raymond Davis
	 	 	Name: 	Raymond Davis


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ Trevor Brace
	 	 	Name: 	Trevor Brace


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ Pamela Kosanke
	 	 	Name: 	Pamela Kosanke


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	Ankhor Properties, LLC
	 	 	 
	 	By:	/s/
    Michael Ankoviak
	 		Name: 	Michael Ankoviak
	 		Title:	Manager


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	Palo
    Duro Ventures, LLC
	 	 	 
	 	By:	/s/
    Michael Park
	 		Name: 	Michael Park
	 		Title:	Manager


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ Trent Zachman
	 	 	Name: 	Trent Zachman


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ David Sommer
	 	 	Name: 	David Sommer


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ David Thompson
	 	 	Name: 	David Thompson


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ Mitch Bowling
	 	 	Name: 	Mitch Bowling


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ Anthony Charles Wyatt
	 	 	Name: 	Anthony Charles Wyatt


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 
	 	Lake Street Landlords, LLC
	 	 
	 	By:	Northern Pacific Growth
	 	 	Investment Partners, L.P.
	 	Its:	Managing Member
	 	 
	 	By:	Northern Pacific Group GP I, LLC
	 	Its:	General Partner
	 	 
	 	By:	/s/ Scott Honour
	 	Name: 	Scott Honour
	 	Title:	President
	 	 
	 	LSS Sustainable SPAC, LLC
	 	 
	 	By:	Northern Pacific Growth
	 	 	Investment Partners, L.P.
	 	Its:	 Managing Member
	 	 
	 	By:	Northern Pacific Group GP I, LLC
	 	Its:	General Partner
	 	 
	 	By:	/s/ Scott Honour
	 	Name:	Scott Honour
	 	Title:	President



 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	By:	/s/ Christopher Laurence
	 	 	Name: 	Christopher Laurence


 


[Signature Page to Investor Rights
Agreement]


 



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	 	SELLERS:
	 	 	 
	 	OA Holdings USA LLC
	 	 	 
	 	By:	/s/
    Greg Rand
	 		Name: 	Greg Rand
	 		Title:	Chief Executive Officer


 


[Signature Page to Investor Rights
Agreement]


 



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 	 	SELLERS:
	 	 
	 	RWRE HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Brenton Hayden
	 	 	Name: 	Brenton Hayden
	 	 	Title:
	Manager





 


	 	RW USA HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Brenton Hayden
	 	 	Name: 	Brenton Hayden
	 	 	Title:
	Manager




 





	 	H&C HOLDINGS, LLC
	 	 
	 	By:	/s/ Brenton Hayden
	 	 	Name: 	Brenton Hayden
	 	 	Title:
	Manager



 


[Signature Page to Investor Rights Agreement]


 






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	 	SELLERS:
	 	 
	 	Oculus Capital, LLC
	 	 	 
	 	By:	/s/
    Jonathan Ortner
	 	 	Name: 	Jonathan Ortner
	 	 	Title:
	Chief Executive officer



 


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	 	SELLERS:
	 	 
	 	/s/ Kevin Ortner



 


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	 	SELLERS:
	 	 
	 	St. Cloud Capital Partners III
	 	SBIC, L.P.
	 	 
	 	SCGP III SBIC, LLC
	 	 
	 	By:	Its: General Partner
	 	 
	 	By:	/s/ Kacy Rozelle 
	 	 	Name: 	Kacy Rozelle 
	 	 	Title:
	Managing Member 



 


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	 	SELLERS:
	 	 
	 	Broader Media Holdings, LLC
	 	 	 
	 	By:	/s/
    Joseph Robinson
	 	 	Name: 	Joseph Robinson
	 	 	Title:
	President 



 


[Signature Page to Investor Rights Agreement]


 






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	 	SELLERS:
	 	 	 
	 	By:	/s/ Nolan Jacobson
	 	 	Name:	Nolan Jacobson


 


[Signature Page to Investor Rights Agreement]


 






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	 	SELLERS:
	 	 	 
	 	By:	/s/ Todd Jable
	 	 	Name: 	Todd Jable


 


[Signature Page to Investor Rights
Agreement]


 


 


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