THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT
AMENDMENT NO. 3
TO BUSINESS COMBINATION AGREEMENT
THIS AMENDMENT NO 3. TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is made as of September 7, 2022, by and among (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 the application Company Unit Holders (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”).
A. PTIC II, the Company and the Sellers Representative entered into that certain Business Combination Agreement, dated as of May 17, 2022, as amended by that certain Amendment to Business Combination, dated May 27, 2022 and that certain Second Amendment to Business Combination, dated July 14, 2022 (the “Second Amendment”), (the “Business Combination Agreement”).
B. In accordance with Section 9.3 of the Business Combination Agreement, the Parties desire to amend the Business Combination Agreement in accordance with this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
1. Capitalized Terms. Capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Business Combination Agreement.
2. PTIC II Expenses. The parties agree that all amounts borrowed under that certain Promissory Note, dated September [•], 2022, by and among PTIC II and Sponsor (the “Promissory Note”), to the extent outstanding and not repaid by PTIC II (as set forth on the Schedule of Borrowings attached thereto) prior to the Closing, shall be a PTIC II Expense at Closing. For the avoidance of doubt, the full outstanding balance (of up to $250,000) on the Promissory Note at Closing, will be repaid as a PTIC II Expense at Closing.
3. Offset Against Other PTIC II Sponsor Reimbursement Expenses. The parties agree that the repayment of such amounts borrowed and outstanding (of up to $250,000) pursuant to the Promissory Note and repaid at Closing shall reduce, on a dollar-for-dollar basis, that certain PTIC II Expense of $250,000 due and payable by PTIC II to Sponsor (such expenses, as described in greater detail in section 7(ii) of the Second Amendment, the “Sponsor Reimbursement Expenses”). As an example, if PTIC II has borrowed $150,000 pursuant to the Promissory Note prior to the Closing, such $150,000 shall reduce by $150,000 the Sponsor Reimbursement Expenses, leaving $100,000 to be paid to the Sponsor as Sponsor Reimbursement Expenses; provided however, PTIC II will still be obligated to repay the $150,000 borrowed under the Promissory Note, for a total of $250,000 (i.e., $150,000 under the Promissory Note and $100,000 pursuant to the Sponsor Reimbursement Expenses) in PTIC II Expenses.
4. Effect of Amendment. Upon the execution and delivery of this Amendment, the Business Combination Agreement shall thereupon be deemed to be amended as set forth in this Amendment with the same effect as if the amendments made hereby were originally set forth in the Business Combination Agreement, and this Amendment and the Business Combination Agreement shall be read, taken and construed as one and the same instrument.