RW National Holdings, LLC (Appreciate) entered into a definitive agreement to acquire PropTech Investment Corporation II (NasdaqCM:PTIC) from a group of shareholders for approximately $290 million in a reverse merger transaction on May 17, 2022. The transaction will be funded with a combination of rolled equity from existing Appreciate shareholders, $230M estimated cash in trust, assuming no redemptions. Upon closing of the transaction, PropTech II will be renamed Appreciate Holdings, Inc. and will remain listed on the Nasdaq Capital Market under the new ticker symbol “SFR.” Current Appreciate management, employees and existing shareholders will roll 96% to 100% of their existing equity holdings into equity of the combined company, subject to redemptions by PTIC public stockholders. Assuming no redemptions, existing Appreciate security holders will receive approximately 50% of the pro forma equity as part of the transaction.

Upon consummation of the business combination, Appreciate expects that its board of directors would include the following persons: Laurie A. Hawkes, Chairman of the board of directors of Broadstone Net Lease, Inc.; former co-founder, President & Chief Operating Officer of American Residential Properties, Inc. It is expected that Hawkes will serve as Chairman of the Board, Christopher Laurence, Chief Executive Officer of Appreciate; former Chief Operating Officer of Cydcor; former Chief Executive Officer, Chief Operating Officer and Chief Financial Officer at ThreeSixty Sourcing, M. Joseph Beck, Co- Chief Executive Officer and Chief Financial Officer of PTIC; Managing Partner of Growth Strategies of Hennessy Capital Group; former Co- Chief Executive Officer of PropTech Acquisition Corp. (now Porch (NASDAQ: PRCH)); former Senior Investment Manager of ADIA, Gloria Fu, independent director at PTIC; former Managing Director of JPMorgan Asset Management, Douglas Bergeron is expected that Mr. Bergeron will chair the governance and nominating committee, Scott Honour, Chairman of the Renters Warehouse board of directors; Co-founder and Managing Partner of Northern Pacific Group, William Bush, Chief Financial Officer of Stem will chair the audit committee and Marcy Haymaker will chair the compensation committee. The agreement has been amended on following dates dated as of May 27, 2022, the second amendment, dated as of July 14, 2022, and the third amendment dated as of September 7, 2022, and as the same may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with RW National Holdings, LLC. Pursuant to the latest amendment, the board has decided to increase the initial number of directors of the combined company from seven to eight directors.

The business combination is subject to approval of regulatory, PTIC II's stockholders, expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, receipt of approval for listing on The Nasdaq Capital Market (“Nasdaq”) of the PTIC II Class A Shares to be issued in connection with the transactions contemplated by the Business Combination Agreement, PTIC II have at least $5,000,001 of net tangible assets immediately after the consummation of the Closing, the Registration Statement / Proxy Statement shall have become effective or final and other customary closing conditions. There is no minimum cash condition. The business combination has been approved by the boards of directors of both Appreciate and PropTech II. As of November 4, 2022, the parties have entered in an amendment to change the termination date of the Business Combination Agreement from six months after the date of the Business Combination Agreement, November 17, 2022, to December 8, 2022. As of November 18, 2022, the stockholders of PropTech Investment Corporation II have approved the transaction. The transaction is expected to close in Q3 of 2022. As of September 20, 2022, the transaction is expected to complete late in the second half of 2022. As of November 18, 2022, the transaction is expected to close on November 22, 2022.

Northland acted as financial advisor with a service fee of $5 million and fairness opinion provider with a service fee of $0.25 million and Douglas Ryder, Christian O. Nagler, Julian J. Seiguer, Wayne E. Williams and Patrick Salvo of Kirkland & Ellis LLP acted as legal advisors to PropTech. Cantor Fitzgerald & Co. is acting as exclusive capital markets advisor to PTIC. Kevin E. Manz of King & Spalding LLP is acting as counsel to CF Principal Investments LLC in connection with the Committed Equity Facility. Moelis & Co. acted as financial advisor to Appreciate. Dean D. Willer and Philip T. Colton of Winthrop & Weinstine, P.A. and Faegre Drinker Biddle & Reath LLP acted as legal advisors to Appreciate. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to PropTech. Morrow & Co., LLC acted as information agent to PropTech. PropTech will pay fee of $30,000 to Morrow & Co., LLC for its services.