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.”
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 17th, 2022 • Proptech Investment Corp. Ii • Blank checks • 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 [●], 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 “Parties.” Capi
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”).
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.
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.
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).
COMPANY UNITHOLDER TRANSACTION SUPPORT AGREEMENTCompany Unitholder Transaction Support Agreement • May 17th, 2022 • Proptech Investment Corp. Ii • Blank checks
This COMPANY UNITHOLDER TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 17, 2022, by and among PropTech Investment Corporation II, a Delaware corporation (“PTIC II”), RW National Holdings, LLC, a Delaware limited liability company (the “Company”), and the party listed on the signature pages hereto as a “Unitholder” (the “Unitholder”). Each of PTIC II, the Company and the Unitholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
