Exhibit 10.12


 


AMENDMENT NO. 1 

TO 

EMPLOYMENT AGREEMENT


 


This Amendment
No. 1 to the Employment Agreement (this “Amendment”) is effective as of November 15, 2022, by and between RW National
Holdings, LLC, a Delaware limited liability company (the “Company”), and Christopher Laurence (“Executive”).
All capitalized terms used in this Amendment and not otherwise defined shall have the meanings assigned to them in the Agreement (as defined
below).


 


RECITALS:


 


The Company and Executive entered
into that certain Employment Agreement (the “Agreement”), dated effective as of February 22, 2021. The Company and
Executive desire to amend the Agreement pursuant to the terms and conditions hereof.


 


NOW, THEREFORE, in consideration
of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and Executive, intending to be legally bound, agree as follows:


 


		1.	Amendment to Compensation. Beginning January 1, 2023,
the Company shall pay, and Executive shall be entitled to receive from Company, an Annual Salary of $500,000, less all taxes and withholdings
required by law. Such salary shall be paid in accordance with the standard payroll practices of the Company, which at its sole discretion
may be amended from time to time.



 


		a.	Salary Increase Upon Reaching Incentive Targets: Executive’s Annual
Salary shall increase to $600,000 if and when the Company has achieved, for any consecutive twelve (12) month period, both:



 


		(i)	$75 million Gross Revenue; and



 


		(ii)	 $5 million in EBITDA.



 


		b.	In calculating the Gross Revenue and EBITDA, the Compensation Committee shall
use the financial statements prepared by accountants regularly servicing the books and records of the registered public accounting firm,
Appreciate Holdings Inc., and such amounts shall be determined in accordance with GAAP. In residential units under management, the Company
will also include residential units for which the Company has subcontracted a portion of the responsibility for management thereof to
a franchisee but will not include residential units where the franchisees have direct contracts with customers.



 


		c.	In all cases, Executive’s compensation will be reviewed and subject to adjustment,
at least annually, by the Compensation Committee.



 


		2.	No Other Changes; Entire Agreement. Except as amended
hereby, the Agreement shall remain in full force and effect. In the event of a conflict between the provisions of this Amendment and
the Agreement, the terms of this Amendment shall govern. This Amendment and the Agreement constitute the sole agreement containing the
subject matter hereof.



 


		3.	Miscellaneous. This Amendment shall be construed and
enforced in accordance with the laws of the State of Minnesota. This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and assigns. The descriptive headings for the several sections of this Amendment
are inserted for convenience only and not to confine or limit any of the terms or provisions hereof. Electronic signatures (e.g., “.pdf”,
“DocuSign”, etc.) and photocopies shall be deemed originals.



 






     


     

    

 


IN WITNESS WHEREOF, the undersigned have executed
this Amendment No. 1 effective as of the date set forth above.


 


	THE COMPANY:	 	EXECUTIVE:
	 	 	 
	RW National Holdings, LLC
	 	 
	 	 	 
	Signed: 	/s/ Scott Honour	 	/s/ Christopher Laurence
	By:	Scott Honour	 	Christopher Laurence
	Its:	Directors