Exhibit 10.3


 


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 [●], 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:


 



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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.


 



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“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.


 


“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.


 



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“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.


 


“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).


 


“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).


 



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“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.


 


“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;


 



    5


     


    

 


(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.


 


“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).


 



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“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.


 



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(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).


 


(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).


 



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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.


 


(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


 



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(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).


 


(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).


 






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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;


 


(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);


 






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(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;


 


(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.


 






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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.


 


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.


 






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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.


 


(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.


 



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(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.


 


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.


 



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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.


 


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.


 






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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.


 


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.


 






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(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.


 


(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.


 






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(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


 






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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


 


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


 


[●]


[●]


[●]


Attention: [●]


Email: [●]


 


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


 


[●]


[●]


[●]


Attention: [●]


Email: [●]


 


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.


 






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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.


 


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).


 






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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.


 


(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.


 






    23


     


    

 


(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]


 



    24


     


    

 


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


 


	 	 	PUBCO:
	 	 	APPRECIATE HOLDINGS, INC.
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	SPONSOR:
	 	 	HC PROPTECH PARTNERS II LLC
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Investor Rights Agreement]


 



     


     


    

  


	 	 	SELLERS:
	 	 	LAKE STREET LANDLORDS, LLC
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	[●]
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	[●]
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Investor Rights Agreement]


 



     


     


    

  


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


 


[Signature Page to Investor Rights Agreement]


  



     


     


    

 


Exhibit A


 


Form of Joinder


 


This Joinder (this “Joinder”)
to the Investor Rights Agreement, made as of [●], is by and between [●] (“Transferor”) and [●] (“Transferee”).


 


WHEREAS, as of the date hereof, Transferee
is acquiring Registrable Securities (the “Acquired Interests”) from Transferor;


 


WHEREAS, Transferor is a party to that
certain Investor Rights Agreement, dated as of [●], 2022, by and among Appreciate Holdings, Inc. (formerly known as PropTech Investment
Corporation II), a Delaware corporation (“PubCo”), and the other persons party thereto (the “Investor Rights
Agreement”); and


 


WHEREAS, Transferee is required, at the
time of and as a condition to the Transfer of the Acquired Interests, to become a party to the Investor Rights Agreement by executing
and delivering this Joinder, whereupon Transferee will be treated as a Party (with the same rights and obligations as Transferor) for
all purposes of the Investor Rights Agreement.


 


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


 


Section 1.1 Definitions. To the
extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth
in the Investor Rights Agreement.


 


Section 1.2 Acquisition. Transferor
hereby Transfers to Transferee all of the Acquired Interests.


 


Section 1.3 Joinder. Transferee
hereby acknowledges and agrees that (a) Transferee has received and read the Investor Rights Agreement, (b) Transferee is acquiring the
Acquired Interests in accordance with and subject to the terms and conditions of the Investor Rights Agreement and (c) Transferee will
be treated as a Party (with the same rights and obligations as Transferor) for all purposes of the Investor Rights Agreement.


 


Section 1.4 Notice. Any notice,
demand or other communication under the Investor Rights Agreement shall be given to Transferee at the address set forth on the signature
page hereto in accordance with Section 4.6 of the Investor Rights Agreement.


 


Section 1.5 Governing Law. This
Joinder shall be governed by and construed in accordance with the Law of the State of Delaware.


 


Section 1.6 Counterparts; Electronic
Delivery. This Joinder may be executed and delivered in one or more counterparts, by fax, 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. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to this Joinder or any
document to be signed in connection with this Joinder shall be deemed to include electronic signatures, deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical
delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means.


 


[Signature Pages Follow]


  



     


     


    

 


IN WITNESS WHEREOF, this Joinder has been
duly executed and delivered by the parties as of the date first above written.


 


	 	[TRANSFEROR]
	 	 
	 	By:	                 
	 	Name:	 
	 	Title:	 
	 	 
	 	[TRANSFEREE]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Address for notices: