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 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
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.
ContractAppreciate Holdings, Inc. • March 31st, 2023 • Real estate agents & managers (for others) • Delaware
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
