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”).
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”).
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”).
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”):
