Exhibit 10.1


 


AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT


 


This AMENDMENT NO.
1 TO SUBSCRIPTION AGREEMENT, dated as of October 12, 2020 (this “Amendment”), is entered into by
and between PropTech Acquisition Corporation, a Delaware corporation (the “Company”), and the subscriber
or subscribers set forth under “Subscriber” on the signature page hereto (each and together (where applicable), the
“Subscriber”).


 


WHEREAS, the
Company and the Subscriber previously entered into that certain Subscription Agreement, dated July 30, 2020 (the “Subscription
Agreement”);


 


WHEREAS, pursuant
to Section 9.f. of the Subscription Agreement, the Subscription Agreement may be modified by an instrument in writing signed by
the party against whom enforcement of such modification is sought, provided that Sections 4, 9(f)
and 9(h) of the Subscription Agreement may not be amended in a manner that is material and adverse to the Placement Agent without
the written consent of the Placement Agent; and


 


WHEREAS, in
connection with the foregoing, the Company and the Subscriber desire to amend the Subscription Agreement as provided herein.


 


NOW, THEREFORE,
in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Subscriber hereby agree, effective as of the date first written above, as follows:


 


1. 
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in
the Subscription Agreement.


 


2. 
Amendment of Section 6 of the Subscription Agreement. Section 6 (‘Termination’) of the Subscription
Agreement is hereby amended by deleting the date “December 31, 2020” and replacing it with “January 31, 2021”.


 


3. 
No Other Modification. Except to the extent specifically amended herein, the Subscription Agreement remains unchanged
and in full force and effect. This Amendment will be governed by and subject to the terms of the Subscription Agreement, as amended
by this Amendment. From and after the date of this Amendment, each reference in the Subscription Agreement to “this Subscription
Agreement,” “hereof,” “hereunder” or words of like import, and all references to the Subscription
Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other
than in this Amendment or as otherwise expressly provided) will be deemed to mean the Subscription Agreement, as amended by this
Amendment, whether or not this Amendment is expressly referenced.


 


4. 
Other Terms. The provisions of Section 9 of the Subscription Agreement (where applicable) are incorporated herein
by reference and shall apply to the terms and provisions of this Amendment and the parties hereto, mutatis mutandis.


 


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IN WITNESS WHEREOF,
each of the parties hereto have causes this Amendment to be executed by its duly authorized representative as of the date first
written above.


 


	 	COMPANY 
	 	PROPTECH ACQUISITION CORPORATION
	 	 
	 	By:	 
	 	Name: 	 M. Joseph Beck
	 	Title: 	Co-Chief Executive Officer and Chief   
	 	   	Financial Officer


 


[Signature Page to Amendment]


 






     


     


    

 


	 	SUBSCRIBER
	 	 
	 	[                                                               ]
	 	 
	 	By:	                                          
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Amendment]