UNDERWRITING AGREEMENT between PROPTECH ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: November 21, 2019Underwriting Agreement • November 26th, 2019 • PropTech Acquisition Corp • Blank checks • New York
The undersigned, PropTech Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • November 26th, 2019 • PropTech Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 21, 2019, is by and between Proptech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 26th, 2019 • PropTech Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 21, 2019, by and between PropTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PropTech Acquisition Corporation Teton Village, WY 83014PropTech Acquisition Corp • November 5th, 2019 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between HC PropTech Partners I LLC, a Delaware limited liability company (the “Subscriber” or “you”), and PropTech Acquisition Corporation, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,881,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 506,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • November 13th, 2019 • PropTech Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between Proptech Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
November 21, 2019 Proptech Acquisition CorporationLetter Agreement • November 26th, 2019 • PropTech Acquisition Corp • 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 among Proptech Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., 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 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a reg
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 26th, 2019 • PropTech Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 21, 2019, is made and entered into by and among PropTech Acquisition Corporation, a Delaware corporation (the “Company”), HC PropTech Partners I LLC, a Delaware limited liability company (the “Sponsor”; together with 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”).
PORCH GROUP, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 16, 2021 0.75% Convertible Senior Notes due 2026Indenture • September 17th, 2021 • Porch Group, Inc. • Services-prepackaged software • New York
INDENTURE dated as of September 16, 2021 between PORCH GROUP, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 26th, 2019 • PropTech Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 21, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between PropTech Acquisition Corporation, a Delaware corporation (the “Company”), and HC Proptech Partners I LLC, a Delaware limited liability company (the “Purchaser”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • December 31st, 2020 • Porch Group, Inc. • Services-prepackaged software • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the 23rd day of December, 2020 (the “Effective Date”), by and between Porch Group, Inc., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
Dealer] To: Porch Group, Inc. 2200 1st Avenue S., Suite 300 Seattle, WA 98134Porch Group, Inc. • September 17th, 2021 • Services-prepackaged software
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Porch Group, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement (as defined below) evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 15th, 2021 • Porch Group, Inc. • Services-prepackaged software • New York
This LOAN AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 22, 2020 (the “Closing Date”) is entered into among Porch.com, Inc., a Delaware corporation (“Borrower Representative”), and each other Person party hereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), the guarantors set forth on Schedule 1 hereto (together with any other guarantors of the Obligations from time to time, the “Guarantors”), the lenders from time to time party hereto (collectively, “Lenders”, and each, a “Lender”), Runway Growth Credit Fund Inc., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 31st, 2020 • Porch Group, Inc. • Services-prepackaged software • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2020, is made and entered into by and among PropTech Acquisition Corporation, a Delaware corporation (the “Company”), HC PropTech Partners I LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under “Existing Holders” on the signature pages hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder,” an “Existing Holder” and collectively, the “Existing Holders”) and the undersigned parties listed under New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENT (“Agreement”)Employment Agreement • November 2nd, 2022 • Porch Group, Inc. • Services-prepackaged software • Washington
This Agreement is between Shawn Tabak (“Executive”) and Porch Group, Inc. (the “Company”) (collectively “the Parties”) and is effective of the date the Parties sign below.
PROPTECH ACQUISITION CORPORATIONPropTech Acquisition Corp • November 26th, 2019 • Blank checks • New York
This letter agreement by and between PropTech Acquisition Corporation (the “Company”) and HC Proptech Partners I LLC (“HC”), 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 Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 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”):
INDENTURE Dated as of April 20, 2023 6.75% Senior Secured Convertible Notes due 2028Security and Pledge Agreement • April 21st, 2023 • Porch Group, Inc. • Services-prepackaged software • New York
INDENTURE dated as of April 20, 2023 between PORCH GROUP, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors from time to time party hereto and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (the “Collateral Agent,” as more fully set forth in Section 1.01).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 31st, 2020 • PropTech Acquisition Corp • Blank checks • New York
This SUBSCRIPTION AGREEMENT is entered into this 30th day of July, 2020 (this “Subscription Agreement”), by and between PropTech Acquisition Corporation, a Delaware corporation (the “Company”), and each of the subscribers set forth on Appendix A hereto, severally and not jointly (each a “Subscriber” and together the “Subscribers”).
AGREEMENT AND PLAN OF MERGER by and among Homeowners of America Holding Corporation, Porch Group, Inc., HPAC, Inc. and HOA Securityholder Representative, LLC, solely in its capacity as the Securityholder Representative January 13, 2021Agreement and Plan of Merger • January 14th, 2021 • Porch Group, Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 13, 2021, is made by and among Homeowners of America Holding Corporation, a Delaware corporation (the “Company”), Porch Group, Inc., a Delaware corporation (the “Parent”), HPAC, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the “Merger Sub”), and HOA Securityholder Representative, LLC, solely in its capacity as the representative for the Securityholders (the “Securityholder Representative”). The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Securityholder Representative, shall each be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
ContractPorch Group, Inc. • May 23rd, 2022 • Services-prepackaged software • Delaware
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 14th, 2020 • PropTech Acquisition Corp • Blank checks
This FIRST AMENDMENT (this “Amendment”), to the Agreement and Plan of Merger, dated as of July 30, 2020 (the “Merger Agreement”), PropTech Acquisition Corporation, a Delaware corporation (“PTAC”), PTAC Merger Sub Corporation, a Delaware corporation, a wholly-owned Subsidiary of PTAC (“Merger Sub”) and Porch.com, Inc., a Delaware corporation (the “Company”), is dated as of October 12, 2020. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Merger Agreement.
FORM OF NOTES PURCHASE AGREEMENTNotes Purchase Agreement • April 17th, 2023 • Porch Group, Inc. • Services-prepackaged software • New York
This NOTES PURCHASE AGREEMENT (this “Notes Purchase Agreement”) is entered into on April 17, 2023, by and among Porch Group, Inc., a Delaware corporation (the “Company”), Oppenheimer & Co. Inc. (“OpCo”), as agent for the Company and not as principal, and [●] (“Seller”).
STOCK PURCHASE AGREEMENT BY AND BETWEEN COVÉA COOPÉRATIONS S.A. AND PORCH.COM, INC. DATED AS OF September 2, 2021Stock Purchase Agreement • September 9th, 2021 • Porch Group, Inc. • Services-prepackaged software
This STOCK PURCHASE AGREEMENT, dated as of September 2, 2021 (this “Agreement”), is made by and between Covéa Coopérations S.A., a French société anonyme, having its registered office at 14, boulevard Marie et Alexandre Oyon, 72030, Le Mans, France registered at the Le Mans Trade and Companies Registry Under number 439 881 137 (“Seller”) and Porch.com, Inc., a Delaware corporation (“Buyer”). The Company is party to this Agreement solely for purposes of Section 5.12.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among PORCH.COM, INC., DATAMENTORS INTERMEDIATE, LLC, and DATAMENTORS, LLC Dated January 12, 2021 MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 14th, 2021 • Porch Group, Inc. • Services-prepackaged software • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated January 12, 2021, is by and among PORCH.COM, INC., a Delaware corporation (the “Purchaser”), DATAMENTORS INTERMEDIATE, LLC, a Delaware limited liability company (the “Seller”) and DATAMENTORS, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in Article IX.
RETENTION AGREEMENTRetention Agreement • December 31st, 2020 • Porch Group, Inc. • Services-prepackaged software • Delaware
This Retention Agreement (“Agreement”), dated February 20, 2018 (the “Effective Date”), is entered into by and between Porch.com, Inc., a Delaware corporation (the “Company”), and Matthew Neagle (the “Participant”).
PORCH.COM, INC.Restricted Stock Award Agreement • August 16th, 2021 • Porch Group, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the Porch.com, Inc. 2012 Equity Incentive Plan, as amended (the “Plan”), shall have the same defined meanings in this Restricted Stock Award Agreement (this “Agreement”).
Porch.com, Inc. (the “Company”) is pleased to enter into this employment agreement (“Agreement”) with you.Letter Agreement • October 14th, 2020 • PropTech Acquisition Corp • Blank checks • Washington
Position and Duties. Your initial position will be SMB Marketing Director and will be responsible for ‘company’ growth (which includes but is not limited to onboarding, landing pages, sign up page flows, and virility) as well as ‘company’ acquisition channels including resources allocated (budget, headcount, etc). In your position, you will be responsible for being the voice of all ‘companies’ which includes but are not limited to professionals, suppliers, real estate agents, insurance companies, and advertising partners. You will be accountable for the # companies and company viral coefficient metric but span the entire audience and funnel with shared accountability with other business leaders. Marketing (consumer and ‘company’) will have an engineering development team that that dotted lines into it to drive execution.
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 31st, 2020 • PropTech Acquisition Corp • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of [●], 2020, by and between PropTech Acquisition Corporation, a Delaware corporation (“PTAC”)[, Porch.com, Inc., a Delaware corporation (the “Company”)] and [●] (the “Stockholder”). Each of PTAC[, the Company] and the Stockholder (and if applicable, his or her Spouse (defined below)) are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein without being otherwise defined herein shall have the meanings assigned thereto in the Merger Agreement (defined below).
First Amendment to Offer Letter AgreementOffer Letter Agreement • February 11th, 2022 • Porch Group, Inc. • Services-prepackaged software • Washington
This First Amendment to Offer Letter Agreement (the “Amendment”) is made and entered into as of February 11, 2022, by and between Porch.com, Inc. (the “Company”) and Martin Heimbigner (“Executive” or “you”). Executive and the Company are referred to herein each as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings given them in the Agreement (defined below).
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENTSubscription Agreement • October 14th, 2020 • PropTech Acquisition Corp • Blank checks
This AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT, dated as of October 12, 2020 (this “Amendment”), is entered into by and between PropTech Acquisition Corporation, a Delaware corporation (the “Company”), and the subscriber or subscribers set forth under “Subscriber” on the signature page hereto (each and together (where applicable), the “Subscriber”).
PORCH.COM, INC.Restricted Stock Unit Award Agreement • August 16th, 2021 • Porch Group, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the Porch.com, Inc. 2012 Equity Incentive Plan, as amended (the “Plan”), shall have the same defined meanings in this Restricted Stock Unit Award Agreement (this “Agreement”).
FIRST Amendment TO LOAN AgreementLoan Agreement • January 15th, 2021 • Porch Group, Inc. • Services-prepackaged software
THIS FIRST AMENDMENT to Loan Agreement (this “Amendment”) is entered into this 30th day of July, 2020 (the “Effective Date”), by and among Porch.com, Inc., a Delaware corporation (“Borrower Representative”), each person thereto as a borrower from time to time (collectively, “Borrowers”, and each, a “Borrower”), the guarantors set forth on Schedule 1 thereto (together with any other guarantors of the Obligations from time to time, the “Guarantors”), the lenders from time to time party thereto (collectively, “Lenders”, and each, a “Lender”), Runway Growth Credit Fund Inc., as administrative agent and collateral agent for Lenders (in such capacity, “Agent”).
SECURITY AND PLEDGE AGREEMENT Dated as of April 20, 2023 among Each Grantor From Time to time Party Hereto and as the Collateral Agent for the Secured PartiesSecurity and Pledge Agreement • April 21st, 2023 • Porch Group, Inc. • Services-prepackaged software
This SECURITY AND PLEDGE AGREEMENT, dated as of April 20, 2023, is entered into by and among the Grantors listed on the signature pages hereof and those additional Persons that hereafter become parties hereto by executing a Joinder (the “Grantors,” as more fully set forth in Section 1), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as collateral agent for the Secured Parties (in such capacity and together with its successors and assigns in such capacity, the “Collateral Agent,” as more fully set forth in Section 1).
BUSINESS COLLABORATION AGREEMENTBusiness Collaboration Agreement • January 25th, 2024 • Porch Group, Inc. • Services-prepackaged software • New York
THIS BUSINESS COLLABORATION AGREEMENT (this “Agreement”), dated as of January 19, 2024 (the “Effective Date”), by and among PORCH GROUP, INC., a corporation incorporated under the laws of the State of Delaware (“Porch Parent”), PORCH.COM, INC., a corporation incorporated under the laws of the State of Delaware (“Porch”, and together with Porch Parent, the “Porch Parties”), AON CORP., a corporation incorporated under the laws of the State of Delaware (“Aon”), and AON RE, INC., a corporation incorporated under the laws of the State of Illinois (“Aon Re”; each of Aon, Aon Re, Porch Parent, and Porch a “Party” and collectively the “Parties”).
PORCH.COM, INC.Equity Incentive Plan • August 16th, 2021 • Porch Group, Inc. • Services-prepackaged software • Delaware
Unless otherwise defined herein, the terms defined in the Porch.com, Inc. 2012 Equity Incentive Plan, as amended (the “Plan”), shall have the same defined meanings in this Stock Option Agreement (this “Option Agreement”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PROPTECH ACQUISITION CORPORATION, PTAC MERGER SUB CORPORATION, PORCH.COM, INC. AND, IN HIS CAPACITY AS THE HOLDER REPRESENTATIVE, Joe HanAuer DATED AS OF JULY 30, 2020Agreement and Plan of Merger • July 31st, 2020 • PropTech Acquisition Corp • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 30, 2020, is made by and among PropTech Acquisition Corporation, a Delaware corporation (“PTAC”), PTAC Merger Sub Corporation, a Delaware corporation, a wholly-owned Subsidiary of PTAC (“Merger Sub”), Porch.com, Inc., a Delaware corporation (the “Company”), and Joe Hanauer, in his capacity as the representative of all Pre-Closing Holders (the “Holder Representative”). PTAC, Merger Sub, the Company and the Holder Representative shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
