UNDERWRITING AGREEMENT between PROPTECH INVESTMENT CORPORATION II and CANTOR FITZGERALD & CO. Dated: December 3, 2020Underwriting Agreement • December 9th, 2020 • Proptech Investment Corp. Ii • Blank checks • New York
The undersigned, PropTech Investment Corporation II, 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 • December 9th, 2020 • Proptech Investment Corp. Ii • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 3, 2020, is by and between PropTech Investment Corporation II, 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 • December 9th, 2020 • Proptech Investment Corp. Ii • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 3, 2020, by and between PropTech Investment Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PropTech Investment Corporation II Teton Village, WY 83014Proptech Investment Corp. Ii • October 14th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on the date hereof by and between HC PropTech Partners II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and PropTech Investment Corporation II, 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 5,031,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 656,250 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 • October 22nd, 2020 • Proptech Investment Corp. Ii • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between Proptech Investment Corporation II, a Delaware corporation (the “Company”), and (“Indemnitee”).
December 3, 2020 PropTech Investment Corporation IILetter Agreement • December 9th, 2020 • Proptech Investment Corp. Ii • 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 PropTech Investment Corporation II, 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 23,000,000 of the Company’s units (including up to 3,000,000 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-third 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2020 • Proptech Investment Corp. Ii • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 3, 2020, is made and entered into by and among PropTech Investment Corporation II, a Delaware corporation (the “Company”), HC PropTech Partners II 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • Delaware
THIS INDEMNIFICATION AGREEMENT, dated as of November ______, 2022 (the “Effective Date”), is made by and between Appreciate Holdings, Inc., a Delaware corporation (the “Corporation”) and [___________________] (the “Indemnitee”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 17th, 2022 • Proptech Investment Corp. Ii • Blank checks • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of May 17, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and PropTech Investment Corporation II, a Delaware corporation (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by any Fundamental Transaction (as defined below), but only from and after the closing of such Fundamental Transaction (the “Closing”), including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by the Business Combination Agreement, dated May 17, 2022, by and among the Company, RW National Holdings, LLC, a Delaware limited liability company and, in its capacity as sellers’ representative, Lake Street Landlords, LLC, a Delaware limited liability company, such transactions being referred to herein as the “Business Combination.”
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 9th, 2020 • Proptech Investment Corp. Ii • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 3, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between PropTech Investment Corporation II, a Delaware corporation (the “Company”), and HC Proptech Partners II LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and RW National Holdings, LLC (f/k/a PropTech Investment Corporation II and t/b/k/a Appreciate Holdings, Inc.), a Delaware limited liability company (the “Company”).
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller, PTIC and Target on the Trade Date specified below. The term “Counterparty” refers to PTIC...Proptech Investment Corp. Ii • November 21st, 2022 • Real estate agents & managers (for others)
This Confirmation, together with the Pricing Date Notices, evidences a complete binding agreement between Seller, PTIC and Target 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.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Investor Rights Agreement, the “Investor Rights Agreement”), dated as of November 29, 2022 (the “Effective Date”), is made by and among (i) Appreciate Holdings, Inc. (formerly known as PropTech Investment Corporation II), a Delaware corporation (“PubCo”); (ii) each of the parties listed as a “Seller” on the signature pages attached hereto (each, a “Seller” and, collectively, the “Sellers”); (iii) HC PropTech Partners II LLC, a Delaware limited liability company (the “Sponsor”); and (iv) (A) Jack Leeney, (B) Courtney Robinson, (C) Gloria Fu, (D) Margaret Whelan and (E) Adam Blake (each, a “Sponsor Principal” and, collectively, the “Sponsor Principals” and, together with the Sponsor, the “Founder Holders” and, each, a “Founder Holder”). Each of PubCo, the Sellers and each Founder Holder may be referred to herein as a “Party” and collectively as the “Partie
PROPTECH INVESTMENT CORPORATION IIProptech Investment Corp. Ii • December 9th, 2020 • Blank checks • New York
This letter agreement by and between PropTech Investment Corporation II (the “Company”) and HC Proptech Partners II 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”):
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 17th, 2022 • Proptech Investment Corp. Ii • Blank checks • New York
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”).
AMENDMENT TO AMENDMENT, ASSIGNMENT AND NOVATION AGREEMENTAssignment and Novation Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • New York
This Amendment (“Amendment”) to that certain Amendment, Assignment and Novation Agreement is made by and among Vellar Opportunity Fund SPV LLC – Series 9, a Delaware limited liability company (“Assignor”), Polar Multi-Strategy Master Fund (the “Purchaser” or “Assignee”), PropTech Investment Corporation II, a Delaware Corporation (“PropTech”) and RW National Holdings, LLC, a Delaware limited liability company (“Target” and together with PropTech, the “Remaining Parties”) as of November 29, 2022. This Amendment, together with the Amendment, Assignment and Novation Agreement (as defined below), is referred to herein as the “Agreement.” The Assignor, the Purchaser/Assignee, PropTech and the Target are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENTForward Purchase Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of November 29, 2022 (this “Amendment”), by and among Vellar Opportunity Fund SPV LLC – Series 9 (“Vellar”), PropTech Investment Corporation II, a Delaware corporation (“PropTech”) and RW National Holdings, LLC, a Delaware limited liability company (the “Target”).
AMENDMENT NO. 2 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
This Amendment No.2 to the Executive Employment Agreement (this “Amendment”) is effective as of November 28, 2022, by and between Renters Warehouse, LLC, a Minnesota limited liability company (the “Company”), and Nolan Jacobson (“Executive”). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to them in the Agreement (as defined below).
May 5, 2023 Appreciate Holdings, Inc. (f/k/a RW National Holdings, LLC) RW OpCo, LLCAppreciate Holdings, Inc. • May 11th, 2023 • Real estate agents & managers (for others)
AMENDMENT NO. 1 TO LOAN AGREEMENTSLoan Agreements • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • Minnesota
THIS AMENDMENT NO. 1 TO LOAN AGREEMENTS (this “Agreement”) is entered into as of November 20, 2022 (the “Effective Date”) by and between Bridgewater Bank, a Minnesota banking corporation (“Lender”), RW National Holdings, a Delaware limited liability company (“RW National”), and RW OA Acquisition, LLC, a Minnesota limited liability company (“RW OA”, and collectively with RW National, the “Borrowers”) (the Lenders and the Borrowers may herein be defined as the “Party” or the “Parties”).
SUBORDINATION AGREEMENTSubordination Agreement • March 31st, 2023 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • California
THIS SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of March ___, 2023, by and among Appreciate Holdings, Inc., a Delaware corporation, RW National Holdings, LLC, a Delaware limited liability company, and RW Opco, LLC, a Delaware limited liability company (regardless of whether one or more, collectively, the “Borrower”) and the undersigned (the “Subordinated Creditor”), in favor of St. Cloud Capital Partners III SBIC, LP, a Delaware limited partnership (“Senior Lender”). The Credit Agreement (as defined below) requires that Borrower and Subordinated Creditor enter into this Agreement as a condition to entering into a Subordinated Loan (as defined below) with Subordinated Creditor. Subordinated Creditor acknowledges that it has received value under the Credit Agreement in entering into this Agreement or any other subordination agreement requested by any other lender to the Borrower or its affiliates. In consideration of the premises and for other good and valuabl
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
This Amendment No. 1 to the Employment Agreement (this “Amendment”) is effective as of November 15, 2022, by and between RW National Holdings, LLC, a Delaware limited liability company (the “Company”), and Christopher Laurence (“Executive”). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to them in the Agreement (as defined below).
FORM OF INCOME TAX RECEIVABLE AGREEMENT among PROPTECH INVESTMENT CORPORATION II, APPRECIATE INTERMEDIATE HOLDINGS, LLC, RW NATIONAL HOLDINGS, LLC,Income Tax Receivable Agreement • May 17th, 2022 • Proptech Investment Corp. Ii • Blank checks • Delaware
This INCOME TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of [●], 2022, by and among PropTech Investment Corporation II, a Delaware corporation (the “Corporate Taxpayer”), Appreciate Intermediate Holdings, LLC, a Delaware limited liability company (“NewCo LLC”), RW National Holdings, LLC, a Delaware limited liability company (the “Company”), Lake Street Landlords, LLC, a Delaware limited liability company (“Lake Street”), and each of the members of NewCo LLC that are Rolling Company Unitholders (as defined in the Business Combination Agreement (as defined below)) listed on Schedule 1 hereto (each such member, a “TRA Party” and such members collectively, the “TRA Parties”), and each of the other Persons from time to time that become a party to this TRA Agreement. Capitalized terms used but not defined herein shall have their respective meanings set forth in the Business Combination Agreement.
FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APPRECIATE INTERMEDIATE HOLDINGS, LLC DATED AS OF NOVEMBER 29, 2022Limited Liability Company Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time in accordance with the terms hereof, this “LLC Agreement”) of Appreciate Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of November 29, 2022, by and among Appreciate Holdings, Inc., a Delaware corporation (“PubCo” or “PTIC II”, as applicable), as a Member and the Managing Member as of the date hereof, the Members set forth on Exhibit A-1 hereto (the “Continuing Members”) and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized terms used in this LLC Agreement shall have the respective meanings set forth in Section 1.1.
OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND 12% SECURED PROMISSORY NOTESecurities Purchase Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • California
This OMNIBUS AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND 12% SECURED PROMISSORY NOTE (this “Agreement”) dated as of May 16, 2022, among RW National Holdings, LLC, a Delaware limited liability company (“RWN”), RW OpCo, LLC, a Delaware limited liability company (“OpCo,” and together with RWN, “Borrowers”), and St. Cloud Capital Partners III SBIC, L.P., a Delaware limited partnership (“Purchaser”).
AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 31st, 2023 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
THIS AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT (this “Amendment”), dated as of March 27, 2023 (the “Effective Date”), is made by and among (i) Appreciate Holdings, Inc. (formerly known as PropTech Investment Corporation II), a Delaware corporation (“Appreciate,” the “Company,” or “PubCo”); (ii) Lake Street Landlords, LLC, a Delaware limited liability company (“Lake Street”); (iii) each of the parties listed as a “Holder” on the signature pages attached hereto constituting, in the aggregate, more than fifty percent (50%) of the Registrable Securities Beneficially Owned (each, a “Holder” and, collectively, the “Holders”); and (iv) HC PropTech Partners II LLC, a Delaware limited liability company (the “Sponsor”). Each of Appreciate, Lake Street, the Holders, and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Investor Rights Agreement (as
ASSIGNMENT AND NOVATION AGREEMENTAssignment and Novation Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • New York
This Assignment and Novation Agreement (the “Agreement”) is made by and among Vellar Opportunity Fund SPV LLC – Series 9, a Delaware limited liability company (“Assignor”), Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), Meteora Select Trading Opportunities Master, LP, a Cayman Islands limited partnership (“MSTO”) and Meteora Capital Partners, LP, a Delaware limited partnership (“MCP”, and collectively with MSOF and MSTO, the “Purchasers” or “Assignees”), PropTech Investment Corporation II, a Delaware Corporation (“PropTech”) and RW National Holdings, LLC, a Delaware limited liability company (“Target” and together with PropTech, the “Remaining Parties”) as of November 21, 2022. The Assignor, the Purchasers/Assignees, PropTech and the Target are sometimes referred to in this Agreement singly as a “Party” or collectively as the “Parties.”
BUSINESS COMBINATION AGREEMENT BY AND AMONG PROPTECH INVESTMENT CORPORATION II RW NATIONAL HOLDINGS, LLC AND IN ITS CAPACITY AS THE SELLERS’ REPRESENTATIVE, LAKE STREET LANDLORDS, LLC DATED AS OF May 17, 2022Business Combination Agreement • May 17th, 2022 • Proptech Investment Corp. Ii • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of May 17, 2022 (the “Effective Date”), is made by and between, (a) PropTech Investment Corporation II, a Delaware corporation (“PTIC II”), (b) RW National Holdings, LLC, a Delaware limited liability company (the “Company”), and (c) Lake Street Landlords, LLC, a Delaware limited liability company (“Lake Street”), in its capacity as the representative of applicable Company Unitholders (in such capacity, the “Sellers’ Representative”). PTIC II, the Company and the Sellers’ 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.
SECURITY AGREEMENTSecurity Agreement • March 31st, 2023 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
THIS SECURITY AGREEMENT (this “Agreement”), is entered into effective as of the ___ day of March, 2023, by Appreciate Holdings, Inc., a Delaware corporation located at 6101 Baker Rd Suite 200, Minnetonka, MN 55345, on behalf of itself and all of its subsidiaries (collectively, the “Borrower”), for the benefit of those persons who have each executed a signature page hereto as a secured party (each a “Secured Party” and collectively, the “Secured Parties”) following making a financial accommodation to Borrower, and Lake Street Landlords, LLC (“Collateral Agent”), solely in its capacity as Collateral Agent.
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
This Amendment No. 1 to the Amended and Restated Employment Agreement (this “Amendment”) is effective as of November 16, 2022, by and between Renters Warehouse, LLC, a Minnesota limited liability company (the “Company”), and Kevin Ortner (“Executive”). All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to them in the Agreement (as defined below).
FORM OF INCOME TAX RECEIVABLE AGREEMENTIncome Tax Receivable Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others) • Delaware
This INCOME TAX RECEIVABLE AGREEMENT (this “TRA Agreement”), is dated as of November 29, 2022, by and among PropTech Investment Corporation II, a Delaware corporation (the “Corporate Taxpayer”), Appreciate Intermediate Holdings, LLC, a Delaware limited liability company (“NewCo LLC”), RW National Holdings, LLC, a Delaware limited liability company (the “Company”), Lake Street Landlords, LLC, a Delaware limited liability company (“Lake Street”), and each of the members of NewCo LLC that are Rolling Company Unitholders (as defined in the Business Combination Agreement (as defined below)) listed on Schedule 1 hereto (each such member, a “TRA Party” and such members collectively, the “TRA Parties”), and each of the other Persons from time to time that become a party to this TRA Agreement. Capitalized terms used but not defined herein shall have their respective meanings set forth in the Business Combination Agreement (as defined below).
EFFECTIVE DATE: JUNE 30, 2022Appreciate Holdings, Inc. • December 5th, 2022 • Real estate agents & managers (for others)
This letter amendment is in reference to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of November 7, 2016, entered into by RW National Holdings, LLC, a Delaware limited liability company (“RWN”), RW OpCo, LLC, a Delaware limited liability company (“OpCo,” and together with RWN, “Borrowers”), and St. Cloud Capital Partners III SBIC, L.P., a Delaware limited partnership (“Purchaser”), as amended by that certain Omnibus Amendment to Securities Purchase Agreement and 12% Secured Promissory Note, dated May 16, 2022 (the “Amendment”). Unless the context herein otherwise indicates, capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement, as amended by the Amendment.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • May 17th, 2022 • Proptech Investment Corp. Ii • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 17, 2022, is made by and among HC PropTech Partners II LLC, a Delaware limited liability company (the “Sponsor”), Proptech Investment Corporation II, a Delaware corporation (“PTIC II”), RW National Holdings, LLC, a Delaware limited liability company (the “Company”), each of Jack Leeney, Courtney Robinson, Gloria Fu, Margaret Whelan and Adam Blake (collectively, the “Other Class B Shareholders”) and, together with the Sponsor, (collectively, the “Class B Shareholders”) and each of Thomas Hennessy, Joseph Beck and Daniel J. Hennessy (collectively, the “Other Insiders” and together with the Class B Shareholders, collectively, the “Insiders”). PTIC II, the Company and the Insiders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORWARD PURCHASE AGREEMENT Confirmation AMENDMENTForward Purchase Agreement • April 26th, 2023 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of April 25, 2023 (“Amendment”), by and among Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“MSOF”), Meteora Select Trading Opportunities Master, LP, a Cayman Islands limited partnership (“MSTO”) and Meteora Capital Partners, LP, a Delaware limited partnership (“MCP”, and collectively with MSOF and MSTO, “Meteora”)) and Appreciate Holdings, Inc. (“Appreciate”).
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 8th, 2022 • Proptech Investment Corp. Ii • Real estate agents & managers (for others) • Delaware
THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT (the “Amendment”) is effective as of May 27, 2022 by and between PropTech Investment Corporation II, a Delaware corporation (“PTIC II”), and Lake Street Landlords, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative (“Sellers’ Representative”). Capitalized terms used but not defined herein, shall have the meaning given to them in the Purchase Agreement (as defined below).
