Exhibit 10.6


 


FORM
OF REGISTRATION RIGHTS AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


AGREEMENT


 


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


 


Article
I

DEFINITIONS


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trading
Market” means The NASDAQ Capital Market.


 



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Article
II

REGISTRATIONS


 


2. Registration.


 


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


 


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


 


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


 



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


 


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


 


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


 



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Article
III

RELATED OBLIGATIONS


 


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


 


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


  


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


 



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


 


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


  


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


 



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


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


  



    9


     


    

 


Article
IV

OBLIGATIONS OF THE INVESTOR


 


4. Obligations
of the Investor.


 


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


 


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


  


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


 


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


 



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Article
V

EXPENSES OF REGISTRATION


 


5. Expenses
of Registration.


 


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


 


Article
VI

INDEMNIFICATION


 


6. Indemnification.


 


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


 






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


 


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


  


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


 


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


 


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


 



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Article
VII

CONTRIBUTIONS


 


7. Contribution.


 


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


 


Article
VIII

REPORTS UNDER THE EXCHANGE ACT


 


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


 


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


 


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


 


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


 


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


 



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Article
IX

ASSIGNMENT OF REGISTRATION RIGHTS


 


9. Assignment
of Registration Rights.


 


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


 


Article
X

AMENDMENT OR WAIVER


 


10. Amendment
or Waiver.


 


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


 


Article
XI

MISCELLANEOUS


 


11. Miscellaneous.


 


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


 


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


 


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


 






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


 


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


 


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


 



    15


     


    

 


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


 


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


 


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


 


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


 


Article
XII

TERMINATION


 


12. Termination.


 


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


 


[Signature
Pages Follow]


 



    16


     


    

 


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


  


	 	COMPANY:
	 	 
	 	[PROPTECH INVESTMENT CORPORATION II],
	 	a Delaware corporation
	 	 
	 	By:	     
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Registration Rights Agreement]


  



     


     


    

  


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


 


[Signature
Page to Registration Rights Agreement]