Exhibit 10.1





 


FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENT


 


AMENDMENT NO. 4

TO BUSINESS COMBINATION AGREEMENT


 


THIS AMENDMENT NO 4. TO BUSINESS COMBINATION
AGREEMENT (this “Amendment”), is made as of October 15, 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”).


 


BACKGROUND


 


		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
Agreement, dated May 27, 2022, as amended by that certain Amendment No. 2 to Business Combination Agreement, dated July 13, 2022, as
amended by that certain Amendment No. 3 to Business Combination Agreement, dated September 7, 2022 (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 Amendment.



 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:


 


AGREEMENT


 


		1.	Capitalized Terms. Capitalized terms, unless otherwise
defined herein, shall have the meanings ascribed to them in the Business Combination Agreement.



 


		2.	Amendments to Section 5.15 of the Business Combination
Agreement. Section 5.15 shall be amended as set forth in this Section 2 in order to change the
number of directors on the PTIC II Board from seven (7) to eight (8) directors.



 


a. Section
5.15(a). Section 5.15(a) shall be amended and restated in its entirety as follows:


 


“(a) The Parties shall take all such action within their
power as may be necessary or appropriate such that effective as of the Closing (i) the PTIC II Board shall consist of eight (8) directors,
which shall be divided into three (3) classes, designated Class I, II and III, with Class I consisting of two (2) directors, Class II
consisting of three (3) directors and Class III consisting of three (3) directors, (ii) the Governing Documents of PTIC II are substantially
in the form attached as Exhibit E, (iii) the initial members of the PTIC II Board are the individuals determined in accordance with Section
5.15(b) and Section 5.15(c), as applicable, (iv) the initial members of the compensation committee, audit committee
and nominating committee of the PTIC II Board are the individuals determined in accordance with Section 5.15(d), Section
5.15(e) or Section 5.15(f), as applicable and (v) the officers of PTIC II are the individuals determined in accordance
with Section 5.15(g).”


 






     


     


    

 


b. Section
5.15(b). Section 5.15(b) shall be amended and restated in its entirety as follows:


 


“(b) PTIC II shall designate
two (2) Persons to be Class I directors on the PTIC II Board effective as of the Closing (the “Sponsor
Directors”), subject to the prior written consent of the Company and the Sellers’ Representative (such consent not
to be unreasonably withheld, conditioned or delayed). PTIC II may prior to the PTIC II Shareholders Meeting, with the prior written
consent of the Company and the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed),
replace any designated individual with any individual prior to the date that the Registration Statement/Proxy Statement is declared
effective under the Securities Act by notifying the Seller’s Representative of such replacement individual. Notwithstanding
the foregoing, (i) each of the two (2) individuals designated to the PTIC II Board pursuant to this Section
5.15(b) must qualify as independent under the requirements set forth in the applicable Nasdaq rules, and must be a member
of management or the PTIC II Board as at the date of this Agreement and (ii) one (1) of the individuals designated to the PTIC II
Board pursuant to this Section 5.15(b) will satisfy the diversity requirements set forth in the applicable Nasdaq
rules.”


 


c. Section
5.15(c). Section 5.15(c) shall be amended and restated in its entirety as follows:


 


“(c) The Company shall designate three (3) Persons to
be Class II directors and three (3) Persons to be Class III directors on the PTIC II Board effective as of the Closing, subject to the
prior written consent of PTIC II (such consent not to be unreasonably withheld, conditioned or delayed). Sellers’ Representative
may, with the prior written consent of PTIC II (such consent not to be unreasonably withheld, conditioned or delayed), replace any designated
individual with any individual prior to the date that the Registration Statement/Proxy Statement is declared effective under the Securities
Act by notifying PTIC II and the Sponsor of such replacement individual. Notwithstanding the foregoing, at least one (1) of the individuals
designated to the PTIC II Board pursuant to this Section 5.15(c) must qualify as independent under the requirements set
forth in the applicable Nasdaq rules.”


 


		3.	Amendment to NewCo LLC Agreement. The Business Combination
Agreement is hereby amended to include the form of NewCo LLC Agreement in the form attached hereto as Exhibit A.



 


		4.	Amendment to the Allocation Schedule. The changes
set forth on Exhibit B shall hereby be made to the Illustrative Allocation Schedule.



 


		5.	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.



 


		6.	General. Except as expressly provided in this Amendment,
all of the terms and provisions of the Business Combination Agreement are and will remain in full force and effect. The amendments contained
herein will not be construed as an amendment to or waiver of any other provision of the Business Combination Agreement or as a waiver
of or consent to any further or future action on the part of the Parties hereto that would require the waiver or consent of the Parties
hereto. ARTICLE 9 OF THE BUSINESS COMBINATION AGREEMENT SHALL APPLY TO THIS AMENDMENT AS THOUGH FULLY SET FORTH HEREIN.



 


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IN WITNESS WHEREOF, each of the Parties has
caused this Amendment No. 4 to Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.


 


	 	PROPTECH INVESTMENT CORPORATION II
	 	 
	 	By:	/s/ Thomas D. Hennessy
	 	Name: 	Thomas D. Hennessy
	 	Title:	Chairman, Co-Chief Executive Officer and President
	 	 	 
	 	By:	/s/ Joseph Beck
	 	Name:	Joseph Beck
	 	Title:	Co-Chief Executive Officer and Chief Financial Officer




 






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	 	RW NATIONAL HOLDINGS, LLC
	 	 
	 	By:	/s/ Christopher Laurence
	 	Name: 	Christopher Laurence
	 	Title:	Chief Executive Officer




 






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	 	SELLERS’ REPRESENTATIVE
	 	 
	 	By:	/s/ Scott Honour
	 	Name:	Scott Honour
	 	Title:	Chairman




 






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Exhibit A


 


Form of NewCo LLC Agreement




 






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Exhibit B


 


Revisions to the Illustrative Allocation Schedule


 


 


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