Exhibit 10.5


 


Execution Version


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”), dated as of November 29, 2022, is by and between CF Principal Investments LLC, a Delaware limited
liability company (the “Investor”), and RW National Holdings, LLC (f/k/a PropTech Investment Corporation II
and t/b/k/a Appreciate Holdings, Inc.), a Delaware limited liability company (the “Company”).


 


RECITALS


 


The Company and the Investor have entered
into that certain Common Stock Purchase Agreement, dated as of May 17, 2022 (the “Purchase Agreement”), pursuant
to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $100,000,000 in aggregate gross purchase price
of newly issued shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”),
and (ii) the Exchange Cap (to the extent applicable under Section 3.3 of the Purchase Agreement), as provided for therein.


 


Pursuant to the terms of, and in consideration
for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to the Investor the Commitment Shares in
accordance with the terms of the Purchase Agreement.


 


Pursuant to the terms of, and in consideration
for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the
Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein)
as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the
Investor hereby agree as follows:


 


ARTICLE
I

 DEFINITIONS


 


1. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


“Business Day”
means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required
by law to remain closed.


 


“Commission”
means the U.S. Securities and Exchange Commission or any successor entity.


 


“Effective
Date” means the date that the applicable Registration Statement has been declared effective by the Commission.


 




     


     


    

 


“Eligible Market”
means The New York Stock Exchange, Inc., NYSE AMEX Equities, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital
Market.


 


“Person” means
any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company, trust,
unincorporated organization, business association, firm, joint venture, governmental agency or authority.


 


“Prospectus”
means the prospectus in the form included in the Registration Statement at the applicable Effective Date of the Registration Statement,
as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 


“Prospectus Supplement”
means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities
Act, including the documents incorporated by reference therein.


 


“register,”
“registered,” and “registration” refer to a registration effected by preparing and
filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness
of such Registration Statement(s) by the Commission.


 


“Registrable Securities”
means all of (i) the Shares and the Commitment Shares and (ii) any capital stock of the Company issued or issuable with respect to such
Shares and Commitment Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange
or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged
and shares of capital stock of a successor entity into which the shares of Common Stock are converted or exchanged, in each case until
such time as such securities cease to be Registrable Securities pursuant to Section 2(f).


 


“Registration Statement”
means a registration statement or registration statements of the Company filed under the Securities Act covering the resale by the Investor
of Registrable Securities, as such registration statement or registration statements may be amended and supplemented from time to time,
including all exhibits and all material filed as part thereof or incorporated by reference therein.


 


“Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar
or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of the Company to the public
without registration.


 


“Rule
415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time,
or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.


 


“Trading Market” means The NASDAQ
Capital Market.


 




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ARTICLE II


REGISTRATIONS


 


 2. Registration.




 


(a) Mandatory
Registration. The Company shall prepare and, as soon as practicable after, but in no case greater than forty-five (45) days
after the closing of the Business Combination, file with the Commission the Initial Registration Statement on Form S-1 (or any
successor form) covering the resale by the Investor of the maximum number of Registrable Securities as shall be permitted to be
included thereon in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such
Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed
prices) (the “Initial Registration Statement”). The Initial Registration Statement shall contain the
“Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit
A. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by
the Commission as soon as reasonably practicable following the filing thereof with the Commission, but no later than the earlier of
(i) the 120th calendar day following the filing date thereof if the Commission notifies the Company that it will
“review” the Initial Registration Statement (including a limited review) and (ii) the fifth (5th) Business Day after the
date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Initial Registration Statement
will not be “reviewed” or will not be subject to further review; provided, however, that the Company’s obligations
to include the Registrable Securities in the Initial Registration Statement are contingent upon Investor furnishing in writing to
the Company such information, and executing such documents, in connection with such registration as the Company may reasonably
request in accordance with Section 4(a); provided, further, that the Company shall be entitled to postpone and suspend the
effectiveness or use of the Registration Statement, if applicable, during any customary blackout or similar period or as permitted
hereunder.


 


(b) Legal
Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely
on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be King & Spalding
LLP, or such other counsel as thereafter designated by the Investor. The Company shall have no obligation to reimburse the Investor for
any and all legal fees and expenses of the Legal Counsel incurred in connection with the transactions contemplated hereby.


 


(c) Sufficient
Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement
filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company, upon written request of such Investor, shall
use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the
Company’s option, the Initial Registration Statement (including by means of a post-effective amendment) or one or more
additional Registration Statements so as to cover all of the Registrable Securities not covered by such Initial Registration
Statement, in each case, as soon as practicable (taking into account any position of the staff of the Commission
(“Staff”) with respect to the date on which the Staff will permit such additional Registration
Statement(s) to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration
Statement, a “New Registration Statement”), and such New Registration Statement shall be subject to the
terms of this Agreement. The Company shall use its commercially reasonable efforts to cause each such New Registration Statement to
become effective as soon as reasonably practicable following the filing thereof with the Commission.


 






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(d) No
Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration
Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing such Registration
Statement with the Commission. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling
stockholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable law and
to the extent the Prospectus is related to the resale of Registrable Securities.


 


(e) Offering.
If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement
as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales
by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the
filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission
to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable
Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable
Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become
effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions
referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective
and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed
prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but
in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act,
and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time
as the Staff or the Commission has made a final and non- appealable determination that the Commission will not permit such Registration
Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New
Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction
in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New
Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included
in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.


 


(f)
Any Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a
Registration Statement covering such Registrable Security becomes or has been declared effective by the Commission and such
Registrable Security has been sold transferred, exchanged or disposed of pursuant to such effective Registration Statement; (ii)
when such Registrable Security is held by the Company or one of its Subsidiaries; and (iii) the date that is the first (1st)
anniversary of the date of termination of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement.


 






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ARTICLE III


RELATED OBLIGATIONS


 


3. Related Obligations.
For the duration of the Registration Period (as defined below), the Company shall use its commercially reasonable efforts to effect the
registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during
the term of this Agreement, the Company shallhave the following obligations:


 


(a)
The Company shall promptly, and in any case no more than forty-five (45) days after the closing of the Business Combination, prepare
and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof and one or more New Registration
Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, as applicable. Subject to Allowable Grace
Periods (as defined below), the Company shall use its commercially reasonable efforts to keep each Registration Statement effective
(and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at
then-prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have
sold all of the Registrable Securities covered by such Registration Statement and (ii) the date of termination of the Purchase
Agreement if as of such termination date the Investor holds no Registrable Securities (or, if applicable, the date on which such
securities cease to be Registrable Securities after the date of termination of the Purchase Agreement) (the
“Registration Period”). Notwithstanding anything to the contrary contained in this Agreement (but subject
to the provisions of Section 3(p) hereof), the Company shall ensure that, when filed and at all times while effective, each
Registration Statement (including, without limitation, all amendments and supplements thereto) and the Prospectus (including,
without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of Prospectuses, in the light of the circumstances in which they were made) not misleading. The
Company shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that no review of a
particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration
Statement (as the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as
soon as reasonably practicable in accordance with Rule 461 under the Securities Act.


 


(b)
Subject to Section 3(p) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the
Commission such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement
and the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424
promulgated under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus
contained therein current and available for use) at all times during the Registration Period for such Registration Statement,
and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable
Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor as set forth in such
Registration Statement. Without limiting the generality of the foregoing, the Company covenants and agrees that (i) no later than
5:00 p.m. (New York City time) on the second (2nd) Trading Day immediately following the Effective Date of the Initial Registration
Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission
in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such
Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any VWAP Purchase are
material to the Company (individually or collectively with all other prior VWAP Purchases, the consummation of which have not
previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any
report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under
the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined by the Company, then,
no later than 5:00 p.m., New York City time, on the first (1st) Trading Day immediately following the VWAP Purchase Date, if a VWAP
Purchase Notice was properly delivered to the Investor hereunder in connection with such VWAP Purchase, the Company shall file with
the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the VWAP Purchase(s), the
total VWAP Purchase Price for the Shares subject to such VWAP Purchase(s) (as applicable), the applicable VWAP Purchase Price(s) for
such Shares and the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such
Shares. To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its
Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the information described in the immediately preceding
sentence relating to all VWAP Purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly Reports and
Annual Reports with the Commission within the applicable time period prescribed for such report under the Exchange Act. In the case
of amendments and supplements to any Registration Statement on Form S-1 or Prospectus related thereto that are required to be filed
pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report
on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the Company shall have incorporated such report
by reference into such Registration Statement and Prospectus, if applicable, or shall file such amendments or supplements to the
Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act report is filed that created the
requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose of including or
incorporating such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus
(including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of
the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities
may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as
such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable
Securities.


 




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(c) The Company shall
(A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least five (5) Business Days
prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including, without
limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set
forth in such reports) within a reasonable number of days prior to their filing with the Commission, and (B) reasonably consider any
reasonable and timely comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement
thereto or to any Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic
copies of any correspondence from the Commission or the Staff to the Company or its representatives relating to each Registration
Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of
its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one (1) electronic copy of each Registration
Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all
documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each
Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and
supplements thereto; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which
may be provided in .PDF format) to Legal Counsel to the extent such document is available on EDGAR at the time of Legal
Counsel’s request.


 


(d) Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge,
(i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement and any
amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration Statement,
one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto (or such
other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation,
copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be required
to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document
is available on EDGAR.


 


(e)
The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and
qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other
securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those
jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other
actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a
condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this
Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process
in any such jurisdiction. The Company shall promptly notify Legal Counsel and the Investor of the receipt by the Company of any
notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under
the securities or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such purpose.


 






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(f)
The Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably
practicable after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no
event shall such notice contain any material, non-public information regarding the Company or any of its Subsidiaries), and, subject
to Section 3(p), promptly prepare a supplement or amendment to such Registration Statement and such Prospectus contained therein to
correct such untrue statement or omission and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and
the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also
promptly notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective
amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such
effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness),
and when the Company receives written notice from the Commission that a Registration Statement or any post-effective amendment will
be reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or
related Prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to
a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or state
governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto
or any related Prospectus. The Company shall respond as promptly as reasonably practicable to any comments received from the
Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any
obligation of the Company under the Purchase Agreement.


 


(g) The
Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an
exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is
issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.


 




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(h)
The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be
disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant
to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such
information has been made generally available to the public other than by disclosure in violation of this Agreement or any other
Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the
Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to
obtain a protective order for, such information.


 


(i)
Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable
efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading
Market, or (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on
another Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section
3(i).


 


(j)
The Company shall cooperate with the Investor and, to the extent applicable, use its commercially reasonable efforts to facilitate
the timely preparation and delivery of Registrable Securities, as DWAC Shares, to be offered pursuant to a Registration Statement
and enable such DWAC Shares to be in such denominations or amounts (as the case may be) as the Investor may reasonably request from
time to time. Investor hereby agrees that it shall cooperate with the Company, its counsel and Transfer Agent in connection with any
issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC Shares
only pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption
“Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal
and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of
the Securities Act. At the time such DWAC Shares are offered and sold pursuant to the Registration Statement, such DWAC Shares shall
be free from all restrictive legends (except as otherwise required by this Agreement, the Purchase Agreement or applicable federal
or state securities laws) and may be transmitted by the Transfer Agent to the Investor by crediting an account at DTC as directed in
writing by the Investor.


 


(k)
Upon the written request of the Investor, the Company shall use its commercially reasonable efforts to, as soon as reasonably
practicable after receipt of notice from the Investor and subject to Section 3(p) hereof, (i) incorporate in a Prospectus Supplement
or post-effective amendment such information as the Investor reasonably requests to be included therein relating to the sale and
distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable
Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable
Securities to be sold in such offering; (ii) make all required filings of such Prospectus Supplement or post-effective amendment
after being notified of the matters to be incorporated in such Prospectus Supplement or post-effective amendment; and (iii)
supplement or make amendments to any Registration Statement or Prospectus contained therein if reasonably requested by the
Investor.


 






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(l) The
Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities in the United States as may be necessary to consummate the disposition
of such Registrable Securities.


 


(m)
The Company shall make generally available to its security holders (which may be satisfied by making such information available on
EDGAR) as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings
statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a
twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the applicable
Effective Date of each Registration Statement.


 


(n)
The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission in connection with any registration hereunder.


 


(o) Within
one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission, the
Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities
(with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission.


 


(p)
Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), the Company may,
upon written notice to Investor, delay the filing or effectiveness of any Registration Statement, or suspend Investor’s use of
any Prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable
Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of
Registrable Securities) if the Company determines that in order for such Registration Statement or Prospectus not to contain a
material misstatement or omission, (i) an amendment or supplement thereto would be needed to include information that would at that
time, (ii) the negotiation or consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred,
which negotiation, consummation or event, the Company’s board of directors reasonably believes would require additional
disclosure by the Company in such Registration Statement or Prospectus of material information that the Company has a bona fide
business purpose for keeping confidential and the non-disclosure of which in such Registration Statement or Prospectus would be
expected, in the reasonable determination of the Company’s board of directors, to cause such Registration Statement or
Prospectus to fail to comply with applicable disclosure requirements, or (iii) in the good faith judgment of the majority of the
members of the Company’s board of directors, such filing or effectiveness or use of such Registration Statement or Prospectus,
as applicable, would be seriously detrimental to the Company and the majority of the members of the Company’s board of
directors concludes as a result that it is essential to defer such filing, effectiveness or use (each, an “Allowable
Grace Period”); provided, however, that in no event shall the Company delay or suspend the filing,
effectiveness or use of any Registration Statement or Prospectus for a period that exceeds sixty (60) consecutive calendar days or
an aggregate of ninety (90) days in any twelve (12) month period; and provided, further, the Company shall not effect any
such suspension during the three- Trading Day period following the VWAP Purchase Share Delivery Date for each VWAP Purchase. Upon
disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in
any event within two (2) Business Days of such disclosure or termination, to the Investor and shall promptly terminate any
suspension or delay it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable
Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the
information giving rise thereto unless such material, non-public information is no longer applicable). Notwithstanding anything to
the contrary contained in this Section 3(p), the Company shall cause the Transfer Agent to deliver DWAC Shares to a transferee of
the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with
respect to which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a contract for sale, and
delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable, in each case
prior to the Investor’s receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled.


 






    9


     


    

 


ARTICLE IV


OBLIGATIONS OF THE INVESTOR


 


 4. Obligations of the Investor.




 


(a) At
least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which
the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor with respect
to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant
to this Agreement with respect to the Registrable Securities of the Investor that the Investor promptly shall furnish to the Company such
information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities
and promptly shall execute such documents in connection with such registration as the Company may reasonably request.


 


(b)
The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the
Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from
such Registration Statement.


 


(c)
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(p) or the first sentence of 3(f), the Investor shall (i) as soon as is reasonably practicable discontinue disposition of
Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s
receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(p) or the first sentence of Section 3(f)
or receipt of notice that no supplement or amendment is required and (ii) maintain the confidentiality of any information included
in such notice delivered by the Company unless otherwise required by law or subpoena. Notwithstanding anything to the contrary in
this Section 4(c), the Company shall cause the Transfer Agent to deliver DWAC Shares to a transferee of the Investor in accordance
with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor
has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any
event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet
settled.


 


(d)
The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as
applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 






    10


     


    

 


ARTICLE V


EXPENSES OF REGISTRATION


 


 5. Expenses of Registration.




 


All reasonable expenses of the Company,
other than sales or brokerage commissions and reasonable and documented fees and disbursements of counsel for, and other expenses of,
the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation,
all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company,
shall be paid by the Company.


 


ARTICLE VI


INDEMNIFICATION


 


 6. Indemnification.




 


(a)
In the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors,
officers, shareholders, members, partners, employees, agents, representatives (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who
controls the Investor within the meaning of the Securities Act or the Exchange Act and each of the directors, officers,
shareholders, members, partners, employees, agents, representatives (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an
“Investor Party” and collectively, the “Investor Parties”), against any losses,
obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without
limitation, court costs, reasonable and documented attorneys’ fees, costs of defense and investigation), amounts paid in
settlement or expenses, joint or several, (collectively,”Claims”) reasonably incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before
any court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether
or not an Investor Party is or may be a party thereto (“Indemnified Damages”), to which any of them may
become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any
post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or
other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky
Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in
any Prospectus (as amended or supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were
made, not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively,
“Violations”). Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly as such
expenses are incurred and are due and payable, for any reasonable and documented legal fees or other reasonable and documented
expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party
arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to
the Company by such Investor Party for such Investor Party expressly for use in connection with the preparation of such Registration
Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and
agreed that the written information set forth on Exhibit B attached hereto is the only written information furnished to the
Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); (ii)
shall not be available to the Investor to the extent such Claim is based on a failure of the Investor to deliver or to cause to be
delivered the Prospectus (as amended or supplemented) made available by the Company (to the extent applicable), including, without
limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made
available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected
Prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if
such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or
delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor
Party.


 






    11


     


    

 


(b)
In connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of
its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act (each, a “Company Party”), against any Claim or Indemnified
Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly
for use in connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being
hereby acknowledged and agreed that the written information set forth on Exhibit B attached hereto is the only written information
furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement);
and, subject to Section 6(c) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal or other
expenses reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided, however,
the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall be liable under this
Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of
the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Party.


 


(c)
Promptly after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement
of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor
Party or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under
this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the
Investor Party or the Company Party (as the case may be); provided, however, an Investor Party or Company Party (as
the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the
indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party
shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party
or Company Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without
limitation, any impleaded parties) include both such Investor Party or Company Party (as the case may be) and the indemnifying
party, and such Investor Party or such Company Party (as the case may be) shall have been advised by counsel that a conflict of
interest is likely to exist if the same counsel were to represent such Investor Party or such Company Party and the indemnifying
party, in which case, if such Investor Party or such Company Party (as the case may be) notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the
right to assume the defense thereof on behalf of the indemnified party and such counsel shall be at the expense of the indemnifying
party; provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the
reasonable and documented fees and expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties
(as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying
party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the
indemnifying party all information reasonably available to the Company Party or Investor Party (as the case may be) which relates to
such action or Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised
at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however,
the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the
prior written consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter into
any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Company Party or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation,
and such settlement shall not include any admission as to fault on the part of the Company Party. For the avoidance of doubt, the
immediately preceding sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder,
the indemnifying party shall be subrogated to all rights of the Company Party or Investor Party (as the case may be) with respect to
all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying
party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Investor Party or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially
and adversely prejudiced in its ability to defend such action.


 






    12


     


    

 


(d)
No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in
such sale of Registrable Securities who is not guilty of fraudulent misrepresentation.


 


(e)
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person
receiving any payment pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such
payment to the extent a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such
payment.


 


(f)
The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the
Company Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be
subject to pursuant to the law.








 


ARTICLE
VII 

CONTRIBUTIONS


 


 7. Contribution.




 


To the extent any indemnification by
an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to
any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards
set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution
from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution
by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable
sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor
shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received
by the Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that the
Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged
untrue statement or omission or alleged omission.


 






    13


     


    

 


ARTICLE VIII


REPORTS UNDER THE EXCHANGE ACT


 


8. Reports Under
the Exchange Act. With a view to making available to the Investor the benefits of Rule 144, the Company agrees to:


 


(a) use
its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b) use
its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing
herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents
is required for the applicable provisions of Rule 144;


 


(c) furnish
to the Investor, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission
and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and
such other reports and documents so filed by the Company with the Commission if such reports are not publicly available via EDGAR, and
(iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without
registration; and





 


(d) take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to
Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the
Company’s Transfer Agent without unreasonable delay as may be reasonably requested from time to time by the Investor and otherwise
fully cooperate with Investor and Investor’s broker in their efforts to effect such sale of securities pursuant to Rule 144.


 


ARTICLE IX


ASSIGNMENT OF REGISTRATION RIGHTS


 


 9. Assignment of Registration Rights.




 


Neither the Company nor the Investor shall
assign this Agreement or any of their respective rights or obligations hereunder.


 






    14


     


    

 


ARTICLE X


AMENDMENT OR WAIVER


 


 10. Amendment or Waiver.




 


No provision of this Agreement may be
amended or waived by the parties from and after the date that is one (1) Trading Day immediately preceding the date of filing of the Initial
Registration Statement with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended
other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party
against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


ARTICLE XI 

MISCELLANEOUS


 


 11. Miscellaneous.






 


(a) Solely
for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to
own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons
with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from
such record owner of such Registrable Securities.


 


(b)
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be
given in accordance with Section 10.4 of the Purchase Agreement.


 


(c)
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right
or remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure
breaches of the provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without
the necessity of showing economic loss and without any bond or other security being required), this being in addition to any other
remedy to which either party may be entitled by law or equity.


 


(d)
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of
the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the
State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City of
New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction,
such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(e) The
Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof
and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely
with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject matter
hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without implication
that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner whatsoever
(i) the conditions precedent to a VWAP Purchase contained in Article VII of the Purchase Agreement or (ii) any of the Company’s
obligations under the Purchase Agreement.


 


(f)
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement
is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective
successors and the Persons referred to in Sections 6 and 7 hereof (and in such case, solely for the purpose set forth therein).


 






    15


     


    

 


(g)
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter,
singular and plural forms thereof. The terms “including,” “includes,” “include” and words of
like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(h) This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature
or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S.
federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding
upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


(i)
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out
the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j)
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no
rules of strict construction will be applied against any party.


 


ARTICLE
XII

 TERMINATION


 


 12. Termination.




 


This Agreement shall terminate in its
entirety upon the first date on which (i) the Purchase Agreement has been terminated in accordance with its terms and (ii) the Investor
no longer holds any the Registrable Securities; provided, that the provisions of Article IV (Obligations of the Investor), Article VI
(Indemnification), Article VII (Contributions), Article IX (Assignment of Registration Rights), Article X (Amendment or Waiver), and Article
XI (Miscellaneous) shall survive such termination and remain full force and effect.


 


[Signature Pages Follow]


 




    16


     


    

 


IN WITNESS WHEREOF,
Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as
of the date first written above.


 


	 	COMPANY:
	 	 	 
	 	RW NATIONAL HOLDINGS, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Christopher
    Laurence
	 	Name: 	Christopher Laurence
	 	Title:	Chief Executive Officer



 


[Signature Page to Registration
Rights Agreement]


 







     


     


    

 


	 	Investor:
	 	 	 
	 	CF PRINCIPAL INVESTMENTS LLC, a
	 	Delaware limited liability company
	 	 	 
	 	By:	                   
	 	Name: 	 
	 	Title:	 



 


[Signature Page to Registration
Rights Agreement]


 







     


     


    

 


EXHIBIT A


 


SELLING STOCKHOLDER


 


This prospectus relates to the possible resale from time
to time by CF Principal Investments LLC (“Cantor”) of any or all of the shares of common stock that may be issued by us to
Cantor under the Purchase Agreement. For additional information regarding the issuance of common stock covered by this prospectus, see
the section titled “Cantor Committed Equity Financing” above.


 


We are registering the shares of common stock pursuant
to the provisions of the Registration Rights Agreement we entered into with Cantor on [●], 2022 in order to permit the selling stockholder
to offer the shares for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration
Rights Agreement or as otherwise disclosed in this prospectus, Cantor has not had any material relationship with us within the past three
years. As used in this prospectus, the term “selling stockholder” means Cantor.


 


The table below presents information regarding the selling
stockholder and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on
information supplied to us by the selling stockholder, and reflects holdings as of [●] 2022. The number of shares in the column
“Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common
stock that the selling stockholder may offer under this prospectus. The selling stockholder may sell some, all or none of its shares in
this offering. We do not know how long the selling stockholder will hold the shares before selling them, and we currently have no agreements,
arrangements or understandings with the selling stockholder regarding the sale of any of the shares.


 


Beneficial ownership is determined in accordance with Rule
13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the selling stockholder
has voting and investment power. The percentage of shares of common stock beneficially owned by the selling stockholder prior to the offering
shown in the table below is based on an aggregate of [●] shares of our common stock outstanding on [●], 2022. Because the
purchase price of the shares of common stock issuable under the Purchase Agreement is determined on the VWAP Purchase Date with respect
to each VWAP Purchase, the number of shares that may actually be sold by the Company under the Purchase Agreement may be fewer than the
number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholder
pursuant to this prospectus.


 






     


     


    

 


	Name of Selling Stockholder	 	Number of Shares of 

Common Stock

 Owned Prior to
 Offering 
	 	 	Maximum Number of Shares of Common Stock
 to be Offered Pursuant to
 this Prospectus
	 	 	Number
of Shares of 

Common Stock

Owned After
 Offering 
	 
	 	 	Number(1)	 	 	Percent(2)	 	 	 	 	 	Number(3)	 	 	Percent(2)	 
	CF Principal Investments LLC(4)	 	 	200,000	 	 	 	*
	 	 	 	[●]
	 	 	 	0	 	 	 	         —	 



 


		*	Represents
beneficial ownership of less than 1% of the outstanding shares of our common stock.



 


		(1)	Represents
200,000 shares of common stock we issued to CF Principal Investments LLC as Commitment Shares in consideration for entering into the
Purchase Agreement with us. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially
owned prior to the offering all of the shares that Cantor may be required to purchase under the Purchase Agreement, because the issuance
of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which
are entirely outside of Cantor’s control, including the registration statement that includes this prospectus becoming and remaining
effective. Furthermore, the VWAP Purchases of common stock are subject to certain agreed upon maximum amount limitations set forth in
the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our common stock to Cantor to
the extent such shares, when aggregated with all other shares of our common stock then beneficially owned by Cantor, would cause Cantor’s
beneficial ownership of our common stock to exceed 4.99%. The Purchase Agreement also prohibits us from issuing or selling shares of
our common stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so, or
unless sales of common stock are made at a price equal to or greater than $[●] per share, such that the Exchange Cap limitation
would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent applicable
under Nasdaq rules) may be amended or waived under the Purchase Agreement.



 


		(2)	Applicable
percentage ownership is based on [●] shares of our common stock outstanding as of [●], 2022.



 


		(3)	Assumes
the sale of all shares being offered pursuant to this prospectus.



 







		(4)	The business address of Cantor is 499 Park Avenue, New York,
NY 10022. CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. (“Cantor”)
and directly or indirectly controls the managing general partner of Cantor Fitzgerald Securities (“CFS”), the sole member
of CF Principal Investments, LLC (“CFPI”). Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM’s sole
stockholder. Cantor, indirectly, holds a majority of the ownership interests in CFS, and therefore also indirectly, CFPI. As such, each
of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFPI. Each such entity
or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have
therein, directly or indirectly.



 





     


     


    

 


PLAN OF DISTRIBUTION


 


The shares of common stock offered by this prospectus are
being offered by the selling stockholder, Cantor. The shares may be sold or distributed from time to time by the selling stockholder directly
to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the
time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale
of the shares of our common stock offered by this prospectus could be effected in one or more of the following methods:


 


		●	ordinary
brokers’ transactions;



 


		●	transactions
involving cross or block trades;



 


		●	through
brokers, dealers, or underwriters who may act solely as agents;



 


		●	“at
the market” into an existing market for our common stock;



 


		●	in
other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through
agents;



 


		●	in
privately negotiated transactions; or



 


		●	any
combination of the foregoing.



 


In
order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale
in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
Cantor is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Cantor has informed us that it intends
to use one or more registered broker-dealers [(one of which is an affiliate of Cantor)] to effectuate all sales, if any, of our common
stock that it may acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing
or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of
Section 2(a)(11) of the Securities Act. Cantor has informed us that each such broker-dealer may receive commissions from Cantor and,
if so, such commissions will not exceed customary brokerage commissions.


 


Brokers, dealers, underwriters or agents participating
in the distribution of the shares of our common stock offered by this prospectus may receive compensation in the form of commissions,
discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the selling stockholder
through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our common stock
sold by the selling stockholder may be less than or in excess of customary commissions. Neither we nor the selling stockholder can presently
estimate the amount of compensation that any agent will receive from any purchasers of shares of our common stock sold by the selling
stockholder.


 


We know of no existing arrangements between the selling
stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common
stock offered by this prospectus.


 


We may from time to
time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this
prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required
under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the
selling stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such
shares by the selling stockholder, any compensation paid by the selling stockholder to any such brokers, dealers, underwriters or
agents, and any other required information.


 






     


     


    

 


We will pay the expenses incident to the
registration under the Securities Act of the offer and sale of the shares of our common stock covered by this prospectus by the
selling stockholder. As consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement, we
issued to Cantor 200,000 shares of our common stock as Commitment Shares which equals to 2.0% of Cantor’s total dollar amount
purchase commitment under the Purchase Agreement (assuming a purchase price of $10.00 per share of the Commitment Shares) upon our
execution of the Purchase Agreement. In addition, we have agreed to reimburse Cantor up to $75,000 for the reasonable and documented
fees and disbursements of counsel in connection with the initial transactions contemplated by the Purchase Agreement and the
Registration Rights Agreement and will reimburse Cantor up to $25,000 each fiscal quarter for the reasonable and documented fees and
disbursements of counsel in connection with ongoing bring down diligence procedures.


 


We also have agreed to indemnify Cantor and certain other
persons against certain liabilities in connection with the offering of shares of our common stock offered hereby, including liabilities
arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.
Cantor has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished
to us by Cantor specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid
in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,
officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as
expressed in the Securities Act and is therefore, unenforceable.


 


We estimate that the total expenses for the offering will
be approximately $[●]. Cantor has represented to us that at no time prior to the date of the Purchase Agreement has Cantor, any
of its affiliates or any entity managed or controlled by Cantor engaged in or effected, directly or indirectly, for its own principal
account, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging
transaction that establishes a net short position with respect to our common stock. Cantor has agreed that during the term of the Purchase
Agreement, none of Cantor, any of its affiliates nor any entity managed or controlled by Cantor will enter into or effect, directly or
indirectly, any of the foregoing transactions for its own principal account or for the principal account of any other such entity.


 


We have advised the selling stockholder
that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes
the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from
bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the
distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize
the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of
the securities offered by this prospectus.


 


This offering will terminate on the date that all shares
of our common stock offered by this prospectus have been sold by the selling stockholder.


 


Our common stock is currently listed on the NASDAQ Capital
Market under the symbol “[●]”.


 


Cantor and/or one or more of its affiliates has provided,
currently provides and/or from time to time in the future may provide various investment banking and other financial services for us and/or
one or more of our affiliates that are unrelated to the transactions contemplated by the Purchase Agreement and the offering of shares
for resale by Cantor to which this prospectus relates, for which investment banking and other financial services they have received and
may continue to receive customary fees, commissions and other compensation from us, aside from any discounts, fees and other compensation
that Cantor has received and may receive in connection with the transactions contemplated by the Purchase Agreement, including cash fees
for its commitment to purchase shares of our common stock from us under the Purchase Agreement and discounts to current market prices
of our common stock reflected in the purchase prices payable by it for shares of our common stock that we may require it to purchase from
us from time to time under the Purchase Agreement.


 




     


     


    

 


EXHIBIT B


 


BUSINESS ADDRESS & REGULATION SHO


 


The business address of Cantor is 499 Park Avenue, New York,
NY 10022. CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. (“Cantor”)
and directly or indirectly controls the managing general partner of Cantor Fitzgerald Securities (“CFS”), the sole member
of CF Principal Investments, LLC (“CFPI”). Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM’s sole
stockholder. Cantor, indirectly, holds a majority of the ownership interests in CFS, and therefore also indirectly, CFPI. As such, each
of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFPI. Each such entity or
person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein,
directly or indirectly.


 


Cantor has represented to us that at no time prior to the date of the
Purchase Agreement has Cantor or, any of its agents, representatives or affiliates or any entity managed or controlled by Cantor engaged
in or effected, in any manner whatsoever, directly or indirectly, for its own principal account, any short sale (as such term is defined
in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which that establishes a net short
position with respect to our common stock. Cantor has agreed that during the term of the Purchase Agreement, neither of Cantor, nor any
of its agents, representatives or affiliates nor any entity managed or controlled by Cantor will enter into or effect, directly or indirectly,
any of the foregoing transactions for its own principal account or for the principal account of any other such entity.