REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, is made and entered into by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), and Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2021, by and between CROWN PROPTECH ACQUISITIONS, a Cayman Islands exempted company (the “Company”), and Frits van Paasschen (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2021 by and between Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Crown PropTech Acquisitions 12th Floor New York, NY 10065Letter Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), and RBC Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defi
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • February 2nd, 2021 • Crown PropTech Acquisitions • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of January ___ 2021, by and between Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), and BlackRock Inc., a Delaware corporation (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 2nd, 2021 • Crown PropTech Acquisitions • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of January __, 2021 between Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and BlackRock Inc. (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 2nd, 2021 • Crown PropTech Acquisitions • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of October 13, 2020, is made and entered into by and between Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), and Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Buyer”).
CROWN PROPTECH ACQUISITIONS 24,000,000 Units Underwriting AgreementCrown PropTech Acquisitions • February 11th, 2021 • Blank checks • New York
Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 24,000,000 units of the Company (the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Public Units.”
BRIVO, INC.Equity Incentive Plan • February 11th, 2022 • Crown PropTech Acquisitions • Wholesale-hardware • Texas
Unless otherwise defined herein, the terms defined in the 2015 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
WARRANT AGREEMENTWarrant Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is by and between Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTLetter Agreement • February 6th, 2024 • Crown PropTech Acquisitions • Wholesale-hardware • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of , 2024 by and among Crown PropTech Acquisitions (“CPTK”), CIIG III Management LLC (the “Sponsor”) and the undersigned investor (“Investor”).
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks
This first amendment (the “Amendment”) to that certain Subscription Agreement (the “Agreement”) entered into on February 1, 2021 by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V (the “Purchaser”) is made of February 10, 2021 pursuant to Section 7(l) of the Agreement. Capitalized terms that are used herein, except as otherwise defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the premises, representations, warranties and the mutual covenants contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Employment Agreement • April 19th, 2022 • Crown PropTech Acquisitions • Wholesale-hardware • Maryland
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into on March 1, 2017 (the “Effective Date”), by and between Brivo Systems LLC, a Delaware limited liability company (the “Company”), and Steve Van Till (“Executive”).
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks
This first amendment (the “Amendment”) to that certain Subscription Agreement (the “Agreement”) entered into on February 1, 2021 by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and BlackRock Capital Allocation Trust (the “Purchaser”) is made of February 10, 2021 pursuant to Section 7(l) of the Agreement. Capitalized terms that are used herein, except as otherwise defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the premises, representations, warranties and the mutual covenants contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTERESTNon-Redemption Agreement and Assignment of Economic Interest • August 6th, 2024 • Crown PropTech Acquisitions • Wholesale-hardware • New York
This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of August 5, 2024 by and among Crown PropTech Acquisitions (“CPTK”), CIIG III Management LLC (the “Sponsor”) and the undersigned investor (“Investor”).
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks
This first amendment (the “Amendment”) to that certain Subscription Agreement (the “Agreement”) entered into on February 1, 2021 by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and Master Total Return Portfolio of Master Bond LLC (the “Purchaser”) is made of February 10, 2021 pursuant to Section 7(l) of the Agreement. Capitalized terms that are used herein, except as otherwise defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the premises, representations, warranties and the mutual covenants contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks
This first amendment (the “Amendment”) to that certain Subscription Agreement (the “Agreement”) entered into on February 1, 2021 by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc. (the “Purchaser”) is made of February 10, 2021 pursuant to Section 7(l) of the Agreement. Capitalized terms that are used herein, except as otherwise defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the premises, representations, warranties and the mutual covenants contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks
This first amendment (the “Amendment”) to that certain Subscription Agreement (the “Agreement”) entered into on February 1, 2021 by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and BlackRock Global Allocation Fund, Inc. (the “Purchaser”) is made of February 10, 2021 pursuant to Section 7(l) of the Agreement. Capitalized terms that are used herein, except as otherwise defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the premises, representations, warranties and the mutual covenants contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
CROWN PROPTECH ACQUISITIONS Floor 6 New York, NY 10010 January 17, 2023Letter Agreement • May 2nd, 2023 • Crown PropTech Acquisitions • Wholesale-hardware
This side letter (this “Letter Agreement”) is being executed in connection with the Securities Assignment Agreement, dated as of January 17, 2023, made and entered into by and among Crown PropTech Sponsor, LLC (“Sponsor”), CIIG Management III LLC and Richard Chera.
Crown PropTech Acquisitions Floor 6 New York, NY 10010Letter Agreement • January 17th, 2023 • Crown PropTech Acquisitions • Wholesale-hardware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Securities Assignment Agreement (the “Securities Assignment Agreement”) entered into by and between Crown PropTech Sponsor, LLC a Delaware limited liability company (the “Sponsor”), Richard Chera and CIIG Management III LLC, relating to the sale, assignment and transfer (the “Assignment”) of (i) 5,662,000 Class B Ordinary Shares and (ii) 250,667 Private Placement Warrants of Crown PropTech Acquisitions (the “Company”). Certain capitalized terms used herein are defined in paragraph 9 hereof.
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks
This first amendment (the “Amendment”) to that certain Subscription Agreement (the “Agreement”) entered into on February 1, 2021 by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc. (the “Purchaser”) is made of February 10, 2021 pursuant to Section 7(l) of the Agreement. Capitalized terms that are used herein, except as otherwise defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the premises, representations, warranties and the mutual covenants contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
BRIVO, INC.Equity Incentive Plan • April 19th, 2022 • Crown PropTech Acquisitions • Wholesale-hardware • Texas
Unless otherwise defined herein, the terms defined in the 2015 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 13th, 2022 • Crown PropTech Acquisitions • Wholesale-hardware
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT, dated as of May 12, 2022 (this “Amendment”), is entered into by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (“SPAC”), Crown PropTech Merger Sub I Corp. (“Merger Sub I”), Crown PropTech Merger Sub II LLC, Delaware limited liability company (“Merger Sub II”) (“Merger Sub I,” “Merger Sub II” and, together with SPAC, the “SPAC Parties”), and Brivo, Inc., a Nevada corporation (the “Company”), with reference to that certain Business Combination Agreement dated as of November 10, 2021 (the “Business Combination Agreement”) by and among the SPAC Parties and the Company. Capitalized terms used and not otherwise defined herein have the meanings given such terms in the Business Combination Agreement.
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2021 • Crown PropTech Acquisitions • Blank checks
This first amendment (the “Amendment”) to that certain Subscription Agreement (the “Agreement”) entered into on February 1, 2021 by and among Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), Crown PropTech Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and BlackRock Global Long/Short Credit Fund of BlackRock Funds IV (the “Purchaser”) is made of February 10, 2021 pursuant to Section 7(l) of the Agreement. Capitalized terms that are used herein, except as otherwise defined herein, shall have the meanings ascribed to them in the Agreement. In consideration of the premises, representations, warranties and the mutual covenants contained in the Agreement and this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
CROWN PROPTECH ACQUISITIONS 12th Floor New York, NY 10065Crown Proptech Acquisitions • January 19th, 2021 • Crown PropTech Acquisitions • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Crown PropTech Acquisitions (the “Company”) and Crown PropTech Sponsor, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 (File No. 333-[·]) and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
