PROPTECH INVESTMENT CORP. II | Business Contracts

Amendment No. 1 to Employment Agreement between RW National Holdings, LLC and Todd Jable, dated as of July 14, 2022 (Filed With SEC on December 15, 2022)

Loan Agreement by and among RW OA Acquisition, LLC, RW OpCo, LLC, RW National Holdings, LLC, Renters Warehouse USA, LLC and Bridgewater Bank dated January 2, 2019 (Filed With SEC on December 15, 2022)

Tax Receivable Agreement, dated as of November 29, 2022, by and among Appreciate Holdings, Inc., the TRA Party Representative and the TRA Parties (Filed With SEC on December 5, 2022)

Form of Indemnification Agreement (Filed With SEC on December 5, 2022)

Employment Agreement between RW National Holdings, LLC and Kevin Ortner, dated as of September 15, 2016 (Filed With SEC on December 15, 2022)

Employment Agreement between RW National Holdings, LLC and Christopher Laurence, dated as of February 22, 2021 (Filed With SEC on December 15, 2022)

Securities Purchase Agreement by and among RW OpCo, LLC, RW National Holdings, LLC, and St. Cloud Capital Partners III SBIC, LP dated November 7, 2016 (Filed With SEC on December 15, 2022)

Employment Agreement between RW National Holdings, LLC and Nolan Jacobson, dated as of February 2, 2018 (Filed With SEC on December 15, 2022)

Amendment No. 1 to Employment Agreement between RW National Holdings, LLC and Nolan Jacobson, dated as of July 14, 2022 (Filed With SEC on December 15, 2022)

Employment Agreement between RW National Holdings, LLC and Todd Jable, dated as of November 18, 2018 (Filed With SEC on December 15, 2022)

Registration Rights Agreement, dated as of November 29, 2022, by and among CF Principal Investments LLC, and RW National Holdings, LLC (Filed With SEC on December 5, 2022)

Amendment, Assignment and Novation Agreement by and among Vellar Opportunity Fund SPV LLC Series 9, Polar Multi-Strategy Master Fund, PropTech Investment Corporation II, and RW... (Filed With SEC on December 5, 2022)

Amendment to that certain Amendment, Assignment and Novation Agreement by and among Vellar Opportunity Fund SPV LLC Series 9, Polar Multi-Strategy Master Fund, PropTech... (Filed With SEC on December 5, 2022)

Assignment and Novation Agreement by and among Vellar Opportunity Fund SPV LLC Series 9, Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP,... (Filed With SEC on December 5, 2022)

Form of Specimen Class A Common Stock Certificate (Filed With SEC on December 5, 2022)

Form of Specimen Class B Common Stock Certificate (Filed With SEC on December 5, 2022)

Form of Specimen Warrant Certificate (Filed With SEC on December 5, 2022)

Investor Rights Agreement, dated November 29, 2022, by and among Appreciate Holdings, Inc., the Equityholder Representative, the Sponsor Representative, the Sponsors, the Sellers... (Filed With SEC on December 5, 2022)

2022 Equity Incentive Plan of Appreciate Holdings, Inc (Filed With SEC on December 5, 2022)

Omnibus Amendment to Securities Purchase Agreement and 12% Secured Promissory Note Among RW National Holdings LLC, RW OpCo LLC and St. Cloud Capital Partners III SBIC, LP dated... (Filed With SEC on December 5, 2022)

Letter Amendment to Omnibus Amendment dated June 30, 2022 (Filed With SEC on December 5, 2022)

Letter Amendment to Omnibus Amendment dated September 16, 2022 (Filed With SEC on December 5, 2022)

Amendment No. 1 to Loan Agreements by and between Bridgewater Bank, RW National Holdings LLC and RW OA Acquistion LLC as of November 20, 2022 (Filed With SEC on December 5, 2022)

Amendment to Employment Agreement between RW National Holdings, LLC and Christopher Laurence, dated as of November 29, 2022 (Filed With SEC on December 5, 2022)

Amendment to Employment Agreement between RW National Holdings, LLC and Kevin Ortner, dated as of November 29, 2022 (Filed With SEC on December 5, 2022)

Amendment to Employment Agreement between RW National Holdings, LLC and Nolan Jacobson, dated as of November 29, 2022 (Filed With SEC on December 5, 2022)

Amendment to Employment Agreement between RW National Holdings, LLC and Todd Jable, dated as of November 29, 2022 (Filed With SEC on December 5, 2022)

Forward Purchase Agreement Confirmation Amendment by and among Vellar Opportunity fund SPV LLC Series 9, PropTech Investment Corporation II and RW National Holdings, LLC dated as... (Filed With SEC on December 5, 2022)

Forward Purchase Agreement, dated November 20, 2022, by and between Vellar Opportunity Fund and PropTech Investment Corporation II (Filed With SEC on November 21, 2022)

Fifth Amendment to the Business Combination Agreement, dated as of November 4, 2022 (Filed With SEC on November 10, 2022)

Amendment No. 4 to the Business Combination Agreement, dated as of October 15, 2022 (Filed With SEC on November 8, 2022)

Amendment No. 3 to the Business Combination Agreement, dated as of September 7, 2022 (Filed With SEC on November 8, 2022)

Amendment No. 2 to the Business Combination Agreement, dated as of July 14, 2022 (Filed With SEC on November 8, 2022)

Amendment No. 1 to the Business Combination Agreement, dated as of May 27, 2022 (Filed With SEC on November 8, 2022)

Fourth Amendment to the Business Combination Agreement, dated as of October 15, 2022 (Filed With SEC on October 20, 2022)

Promissory Note, dated as of September 8, 2022 (Filed With SEC on September 13, 2022)

Third Amendment to the Business Combination Agreement, dated as of September 7, 2022 (Filed With SEC on September 13, 2022)

Amendment No. 1 to the Business Combination Agreement, dated as of May 27, 2022 (Filed With SEC on August 8, 2022)

Description of Securities (Filed With SEC on March 23, 2021)

Letter Agreement, dated December 3, 2020, by and among the Company, its officers, its directors and the Sponsor (Filed With SEC on December 9, 2020)

Underwriting Agreement, dated December 3, 2020 by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (Filed With SEC on December 9, 2020)

Warrant Agreement, dated December 3, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (Filed With SEC on December 9, 2020)

Investment Management Trust Agreement, dated December 3, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Filed With SEC on December 9, 2020)

Registration Rights Agreement, dated December 3, 2020, by and between the Company and the Sponsor (Filed With SEC on December 9, 2020)

Administrative Support Agreement, dated December 3, 2020, by and between the Company and the Sponsor (Filed With SEC on December 9, 2020)

Private Placement Warrants Purchase Agreement, dated December 3, 2020, by and between the Company and the Sponsor (Filed With SEC on December 9, 2020)

Form of Underwriting Agreement (Filed With SEC on October 22, 2020)

Form of Administrative Support Agreement by and between the Registrant and HC PropTech Partners II LLC (Filed With SEC on October 22, 2020)

Form of Indemnity Agreement (Filed With SEC on October 22, 2020)

Form of Private Placement Warrants Purchase Agreement between the Registrant and HC PropTech Partners II LLC (Filed With SEC on October 22, 2020)

Form of Registration Rights Agreement between the Registrant and certain security holders (Filed With SEC on October 22, 2020)

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant (Filed With SEC on October 22, 2020)

Form of Letter Agreement among the Registrant and our officers, directors and HC PropTech Partners II LLC (Filed With SEC on October 22, 2020)

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant (Filed With SEC on October 22, 2020)

Specimen Warrant Certificate (Filed With SEC on October 22, 2020)

Specimen Class A Common Stock Certificate (Filed With SEC on October 22, 2020)

Specimen Unit Certificate (Filed With SEC on October 22, 2020)

Securities Subscription Agreement, dated August 6, 2020, between the Registrant and HC PropTech Partners II LLC (Filed With SEC on October 14, 2020)

Promissory Note, dated August 6, 2020, issued to HC PropTech Partners II LLC (Filed With SEC on October 14, 2020)

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