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”).
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”).
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
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).
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”).
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 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”).
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.”
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.
EFFECTIVE DATE: SEPTEMBER 16, 2022Securities Purchase Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
This letter amendment (this “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 “Second Amendment”) and as otherwise amended, supplemented or otherwise modified from time to time. 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, supplemented or otherwise modified through the date hereof.
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2022 • Appreciate Holdings, Inc. • Real estate agents & managers (for others)
This Amendment No. 2 to the Employment Agreement (this “Amendment”) is effective as of November 23, 2022, by and between Renters Warehouse, LLC, a Minnesota limited liability company (the “Company”), and Todd Jable (“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).
