Exhibit 10.4


 


 


 


 


 


 


 


 


FORM OF INCOME TAX RECEIVABLE AGREEMENT


 


among


 


PROPTECH INVESTMENT CORPORATION II,


 


APPRECIATE INTERMEDIATE HOLDINGS, LLC,


 


RW NATIONAL HOLDINGS, LLC,


 


LAKE STREET LANDLORDS, LLC,


 


and


 


THE PERSONS NAMED HEREIN


 


Dated as of [   ], 2022


 


 


 


 


 


 


 


 


 






     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I
	Definitions
	 	 	 
	Section 1.1	Definitions	2
	 	 	 
	Article II
	Determination of Certain Realized Tax Benefit
	 	 	 
	Section 2.1	Basis Schedule	10
	Section 2.2	Tax Benefit Schedule	10
	Section 2.3	Procedures, Amendments	11
	Section 2.4	Section 754 Election	12
	 	 	 
	Article III
	Tax Benefit Payments
	 	 	 
	Section 3.1	Payments	13
	Section 3.2	No Duplicative Payments	14
	Section 3.3	Pro Rata Payments	14
	Section 3.4	Payment Ordering	14
	Section 3.5	Overpayments	14
	 	 	 
	Article IV
	Termination
	 	 	 
	Section 4.1	Early Termination of Agreement; Breach of Agreement	15
	Section 4.2	Early Termination Notice	16
	Section 4.3	Payment upon Early Termination	16
	 	 	 
	Article V
	Subordination and Late Payments
	 	 	 
	Section 5.1	Subordination	17
	Section 5.2	Late Payments by Corporate Taxpayer	17
	 	 	 
	Article VI
	No Disputes; Consistency; Cooperation
	 	 	 
	Section 6.1	Participation in the Corporate Taxpayer’s and NewCo LLC’s Tax Matters	17
	Section 6.2	Consistency	18
	Section 6.3	Cooperation	18


 




    i


     


    

 


	Article VII
	Miscellaneous
	 	 	 
	Section 7.1	Notices	19
	Section 7.2	Counterparts	20
	Section 7.3	Entire Agreement; No Third Party Beneficiaries	20
	Section 7.4	Governing Law	20
	Section 7.5	Severability	21
	Section 7.6	Successors; Assignment; Amendments; Waivers	21
	Section 7.7	Interpretation	22
	Section 7.8	Waiver of Jury Trial; Jurisdiction	23
	Section 7.9	Reconciliation	23
	Section 7.10	Withholding	24
	Section 7.11	Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets	24
	Section 7.12	Confidentiality	24
	Section 7.13	TRA Party Representative	25


 


Exhibits and Schedules


 


Exhibit A - Form of Joinder


 


Schedule 1


 




    ii


     


    

 


INCOME TAX RECEIVABLE AGREEMENT1


 


This INCOME TAX RECEIVABLE
AGREEMENT (this “TRA Agreement”), is dated as of [●], 2022, by and among PropTech Investment Corporation II,
a Delaware corporation (the “Corporate Taxpayer”), Appreciate Intermediate Holdings, LLC, a Delaware limited liability
company (“NewCo LLC”), RW National Holdings, LLC, a Delaware limited liability company (the “Company”),
Lake Street Landlords, LLC, a Delaware limited liability company (“Lake Street”), and each of the members of NewCo
LLC that are Rolling Company Unitholders (as defined in the Business Combination Agreement (as defined below)) listed on Schedule 1
hereto (each such member, a “TRA Party” and such members collectively, the “TRA Parties”), and each
of the other Persons from time to time that become a party to this TRA Agreement. Capitalized terms used but not defined herein shall
have their respective meanings set forth in the Business Combination Agreement.


 


RECITALS


 


WHEREAS, the TRA Parties directly
or indirectly hold Class B Units (as defined below) in NewCo LLC, which is classified as a partnership for U.S. federal income tax
purposes;


 


WHEREAS, it is anticipated
that NewCo LLC will wholly own the Company;


 


WHEREAS, the Corporate
Taxpayer, the Company, and Lake Street in its capacity as the representative of applicable Company Unitholders entered into a
Business Combination Agreement on May 17, 2022 (as amended, restated, amended and restated, modified or supplemented from
time to time in accordance with such agreement, the “Business Combination Agreement”), pursuant to which the
Rolling Company Unitholders will contribute all of their Existing Company LLC Interests (as defined in the Business Combination
Agreement) to NewCo LLC in exchange for Class B Units (as defined below) and the Corporate Taxpayer will contribute to NewCo LLC the
Closing Date Contribution Amount in exchange for Class A Units (as defined below);


 


WHEREAS, the Corporate Taxpayer
may receive cash proceeds from the sale, if any, by the Corporate Taxpayer of shares of common stock of the Corporate Taxpayer pursuant
to that certain Common Stock Purchase Agreement, made and entered into as of May 17, 2022, by and between CF Principal Investments
LLC, a Delaware limited liability company, and the Corporate Taxpayer (any such cash proceeds, the “Stock Sale Proceeds”),
and the Corporate Taxpayer may contribute such Stock Sale Proceeds to NewCo LLC in exchange for Class A Units;


 


WHEREAS, if all or a
portion of either or both of the Closing Date Contribution Amount and the Stock Sale Proceeds or any other cash amounts of the
Corporate Taxpayer contributed by the Corporate Taxpayer to NewCo LLC in exchange for Class A Units is paid or distributed to a
Rolling Company Unitholder that is a holder of Class B Units that were, prior to the Closing (as defined in the Business Combination
Agreement), Company Class A-1 Units or Company Class A Units (each as defined in the Business Combination Agreement), in redemption
of such Class B Units pursuant to Section 2.2(b)(v) and Section 2.2(c) of the Business Combination Agreement and/or Section 4.3(c)
of the Limited Liability Company Agreement, it is intended that any such TRA Parties will be treated for U.S. federal and applicable
state and local income tax purposes as selling all or a portion of their partnership interests in NewCo to the Corporate Taxpayer
(to the extent any such sale transaction occurs and is so properly treated, individually and collectively,
the “Initial Sale”);


 


 






1
Note to Draft: It is acknowledged that (i) St. Cloud Capital Partners III SBIC, L.P. (“St. Cloud”) will
not be a party to this TRA Agreement and will not have any right to any payments or other rights hereunder and (ii) any Tax Benefits
Payments that would have been paid to St. Cloud if it were a party to this TRA Agreement and as if its Class B Units that are in fact
redeemed with PTIC II cash or Exchanged (if any), in each case, had been an Initial Sale (i.e. as if such redemption of such Class B
Units funded with PTIC II cash was an Initial Sale) or in the alternative had been Exchanged shall be payable in accordance with this
TRA Agreement by the Corporate Taxpayer to the TRA Parties (pro rata, in accordance with their respective ownership of Class B Units
at the time of Closing (as defined in the Business Combination Agreement)). This TRA Agreement shall be revised prior to Closing to reflect
the foregoing.


 






     


     


    

 


WHEREAS, each Class B Unit
and/or Earn Out Unit held by a TRA Party may be Exchanged (as defined below), together with the surrender and delivery by such holder
of one (1) share of Class B Common Stock (as defined below), for one (1) share of Class A Common Stock (as defined below) or for
cash in accordance with and subject to the conditions and limitations in the Limited Liability Company Agreement;


 


WHEREAS, NewCo LLC and each
direct or indirect Subsidiary treated as a partnership for U.S. federal income tax purposes has and will have in effect a valid election
under Section 754 of the Code for each Taxable Year in which an Exchange occurs and any Taxable Year in which the Initial Sale, if any,
occurs;


 


WHEREAS,
as a result of the Initial Sale, if any, and future Exchanges, the income, gain, loss, deduction, expense and other Tax items of the Corporate
Taxpayer may be affected by Basis Adjustments (if any, as defined below) and Imputed Interest (if any, as defined below) (collectively,
the “Tax Attributes”); and


 


WHEREAS, the parties to this
TRA Agreement desire to provide for certain payments and make certain arrangements with respect to the effect of the Tax Attributes on
the liability for Covered Taxes (as defined below) of or with respect to the Corporate Taxpayer and its Subsidiaries.


 


NOW, THEREFORE, in consideration
of the foregoing and the respective covenants and agreements set forth in this TRA Agreement, and intending to be legally bound hereby,
the parties hereto agree as follows:


 


Article
I

Definitions


 


Section 1.1 Definitions.


 


As used in this TRA Agreement,
the terms set forth in this Article I shall have the following meanings.


 


“Actual Tax
Liability” means, with respect to any Taxable Year, the sum of (i) the actual liability (which, for the avoidance of
doubt, shall not be less than zero and which shall take into account any detriments arising from the Basis Adjustments and Tax
Attributes, such as any restriction on deducting interest otherwise deductible but for a decrease in “adjusted taxable
income” for purposes of Section 163(j) of the Code arising from depreciation, amortization, or other similar deductions in
respect of the Basis Adjustments) for Covered Taxes of the Corporate Taxpayer appearing on Tax Returns for Covered Taxes of the
Corporate Taxpayer for such Taxable Year and (ii) without duplication, the portion of any actual liability for Covered Taxes
imposed directly on NewCo LLC (or any direct or indirect Subsidiary of NewCo LLC) under Section 6225 of the Code or any similar
provision of applicable law that is allocable to the Corporate Taxpayer for such Taxable Year; provided, that, if applicable,
such amounts shall be determined in accordance with a Determination (including interest imposed in respect thereof under applicable
law).


 






    2


     


    

 


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such
Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled”
and “controlling” have meaning correlative thereto. For purposes of this TRA Agreement, no TRA Party shall be considered to
be an Affiliate of the Corporate Taxpayer or NewCo LLC or their respective Subsidiaries.


 


“Agreed Rate”
means a per annum rate of Term SOFR plus 100 basis points.


 


“Amended Schedule”
has the meaning set forth in Section 2.3(b).


 


“Appraiser FMV”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Attributable”
means the portion of any Tax Attribute of the Corporate Taxpayer that is attributable to a TRA Party and shall be determined by reference
to the Tax Attributes, under the following principles: (i) any Basis Adjustments shall be determined separately with respect to each TRA
Party and are Attributable to each TRA Party in an amount equal to the total Basis Adjustments relating to (A) the Class B Units Exchanged
by such TRA Party or, without duplication, any payment made under this TRA Agreement in respect of such Class B Units Exchanged, or (B)
the Class B Units that were purchased from such TRA Party pursuant to the Initial Sale, if any, and (ii) any deduction to the Corporate
Taxpayer with respect to a Taxable Year in respect of any payment (including amounts attributable to Imputed Interest) made under this
TRA Agreement is Attributable to the Applicable TRA Party that is required to include the Imputed Interest or other payment in income
(without regard to whether such TRA Party is actually subject to Tax thereon).


 


“Basis
Adjustment” means the adjustment to the Tax basis of a Reference Asset under Sections 732, 734(b) and 1012 of the Code (in
situations where, as a result of one or more Exchanges, NewCo LLC becomes an entity that is disregarded as separate from its owner
for U.S. federal income tax purposes) or under Sections 734(b), 743(b), 754 and/or 755 of the Code (including in situations where,
following the Initial Sale, if any, or any Exchange, NewCo LLC remains in existence as an entity treated as a partnership for U.S.
federal income Tax purposes) and, in each case, analogous sections of state and local tax laws, as a result of the Initial Sale, if
any, or any Exchange and the payments made pursuant to this TRA Agreement in respect of the Initial Sale, if any, or such Exchange
(determined on an iterative basis continuing until any incremental Basis Adjustment resulting from payments made pursuant to this
TRA Agreement is immaterial as reasonably determined by the Corporate Taxpayer). The amount of any Basis Adjustment resulting from
the Initial Sale, if any, or any Exchange shall be determined using the Market Value with respect to the Initial Sale, if any, or
such Exchange, except, for the avoidance of doubt, as otherwise required by a Determination. For the avoidance of doubt, payments
made under this TRA Agreement shall not be treated as resulting in an Basis Adjustment to the extent such payments are treated as
Imputed Interest.


 






    3


     


    

 


“Basis Schedule”
has the meaning set forth in Section 2.1.


 


“Board”
means the Board of Directors of the Corporate Taxpayer.


 


“Business Combination
Agreement” has the meaning set forth in the Recitals.


 


“Business Day”
means any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in the State
of New York.


 


“Cash Exchange Payment”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Class A Common Stock”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Class B Common Stock”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Class A Unit”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Class B Unit”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Closing Date”
has the meaning set forth in the Business Combination Agreement.


 


“Closing Date Contribution
Amount” has the meaning set forth in the Business Combination Agreement.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).


 


“Company”
has the meaning set forth in the Preamble.


 


“Contribution Amount”
has the meaning set forth in the Business Combination Agreement.


 


“Corporate Taxpayer”
has the meaning set forth in the Preamble.


 


“Corporate Taxpayer
Return” means any return, declaration, report, or similar statement required to be filed with respect to Covered Taxes (including
any attached schedules), including, without limitation, any information return, claim for refund, amended return, and declaration of estimated
Tax.


 


“Covered Taxes”
means any and all U.S. federal, state, local, and non-U.S. taxes, assessments, or similar charges that are based on or measured with respect
to net income or profits, whether on an exclusive or on an alternative basis, including any interest related to such Tax.


 




    4


     


    

 


“Cumulative Net Realized
Tax Benefit” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate
Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same such Taxable Years
of the Corporate Taxpayer. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the
most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination; provided, that the
computation of the Cumulative Net Realized Tax Benefit shall be adjusted to reflect any applicable Determination with respect to any Realized
Tax Benefits and/or Realized Tax Detriments.


 


“Default Rate”
means a per annum rate of Term SOFR plus 450 basis points.


 


“Determination”
shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state or local tax law, as applicable,
or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability
for Tax.


 


“DGCL”
means the General Corporation Law of the State of Delaware.


 


“Early Termination
Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination
Effective Date” means the date on which an Early Termination Schedule becomes binding pursuant to Section 4.2.


 


“Early Termination
Notice” has the meaning set forth in Section 4.2.


 


“Early Termination
Payment” has the meaning set forth in Section 4.3(b).


 


“Early Termination
Rate” means the lesser of (i) 6.5% per annum, compounded annually, and (ii) Term SOFR plus 200 basis points.


 


“Early Termination
Schedule” has the meaning set forth in Section 4.2.


 


“Earn Out Unit”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Exchange”
has the meaning set forth in the Limited Liability Company Agreement, and “Exchanged” has a correlative meaning.


 


“Exchange Act”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Exchange Date”
means the date of any Exchange.


 


“Expert”
has the meaning set forth in Section 7.9.


 


“Final Payment
Date” means, with respect to any payment required to be made pursuant to this TRA Agreement, the last date on which such
payment may be made within the applicable time period prescribed for such payment under this TRA Agreement (i.e., the date on which
such payment is due under this TRA Agreement). For example, the Final Payment Date in respect of a Tax Benefit Payment is determined
pursuant to Section 3.1(a) of this TRA Agreement.


 






    5


     


    

 


“Hypothetical Tax
Liability” means, with respect to any Taxable Year, an amount, not less than zero, equal to the hypothetical liability for Covered
Taxes of the Corporate Taxpayer determined using the same methods, elections, conventions and similar practices used in computing the
Actual Tax Liability; provided that, if applicable, such amounts shall be determined in accordance with a Determination), but,
in each case, (i) calculating depreciation, amortization or similar deductions and income, gain or loss using the Non-Adjusted Tax Basis
of the Reference Assets as reflected on the Schedules for such Taxable Year and (ii) excluding any deduction or other Tax benefit attributable
to Imputed Interest. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover
or carryback of any Tax item (or portions thereof) that is attributable to a Tax Attribute, as applicable.


 


“Imputed Interest”
in respect of a TRA Party shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar
provision of state or local tax law with respect to the Corporate Taxpayer’s payment obligations in respect of such TRA Party under
this TRA Agreement.


 


“Initial Sale”
is defined in the recitals of this TRA Agreement.


 


“Interest Amount”
has the meaning set forth in Section 3.1(b).


 


“IRS” means
the U.S. Internal Revenue Service.


 


“Lake Street”
has the meaning set forth in the Preamble.


 


“Limited Liability
Company Agreement” means, with respect to NewCo LLC, that certain Amended and Restated Limited Liability Company Agreement of
NewCo, dated the date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to
time in accordance with the terms of such agreement.


 


“Market Value”
shall mean, with respect to a Unit (a) sold in the Initial Sale, if any, amount paid in respect of such Unit, (b) Exchanged for a Stock
Exchange Payment or that is subject to a deemed Exchange under this TRA Agreement, the Stock Value on the Exchange Date or the date of
the applicable deemed Exchange, as applicable, or (c) Exchanged for a Cash Exchange Payment, the amount of the Cash Exchange Payment
paid in respect of such Unit.


 


“Material Objection
Notice” has the meaning set forth in Section 4.2.


 


“Net Tax Benefit”
has the meaning set forth in Section 3.1(b).


 


“NewCo LLC”
has the meaning set forth in the Preamble.


 


“Non-Adjusted Tax
Basis” means, with respect to any Reference Asset at any time, the Tax basis that such asset would have had at such time if
no Basis Adjustments had been made.


 


“Objection Notice”
has the meaning set forth in Section 2.3(a).


 




    6


     


    

 


“Permitted Transferee”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Person”
means any natural person, sole proprietorship, partnership, trust, unincorporated association, corporation, limited liability company,
entity or governmental entity.


 


“Realized Tax Benefit”
means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of
the Actual Tax Liability for the Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable
Year, such liability or such portion (as applicable) shall not be included in determining the Realized Tax Benefit unless and until there
has been a Determination (and then only to the extent of the amount set forth in the Determination).


 


“Realized Tax Detriment”
means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of
the Actual Tax Liability for the Taxable Year arises as a result of an audit or similar proceeding by a Taxing Authority of any Taxable
Year, such liability or such portion (as applicable) shall not be included in determining the Realized Tax Detriment unless and until
there has been a Determination (and then only to the extent of the amount set forth in the Determination).


 


“Reconciliation Dispute”
has the meaning set forth in Section 7.9.


 


“Reconciliation Procedures”
has the meaning set forth in Section 2.3(a).


 


“Reference Asset”
means an asset that is held by NewCo LLC, or by any of its direct or indirect Subsidiaries treated as a partnership or a disregarded entity
(but only if such indirect Subsidiaries are held only through one or more Subsidiaries each of which is treated as a partnership or a
disregarded entity) for purposes of the applicable Tax, at the time of an Exchange or the Initial Sale, if any. A Reference Asset also
includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference
Asset.


 


“Schedule”
means any of the following: (i) a Basis Schedule; (ii) a Tax Benefit Schedule; or (iii) the Early Termination Schedule, and, in each case,
any amendments thereto.


 


“Securities Act”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Senior Obligations”
has the meaning set forth in Section 5.1.


 


“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


“SOFR Administrator”
means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).


 


“Stock Exchange Payment”
has the meaning set forth in the Limited Liability Company Agreement.


 


“Stock Sale Proceeds”
is defined in the recitals of this TRA Agreement.


 




    7


     


    

 


“Stock Value”
means, on any date, (a) if the Class A Common Stock trades on a national securities exchange or automated or electronic quotation system,
the arithmetic average of the high trading and the low trading price on such date (or if such date is not a trading day, the immediately
preceding trading day) or (b) if the Class A Common Stock is not then-traded on a national securities exchange or automated or electronic
quotation system, as applicable, the Appraiser FMV on such date of one (1) share of Class A Common Stock that would be obtained in an
arms-length transaction between an informed and willing buyer and an informed and willing seller, neither of whom is under any compulsion
to buy or sell, respectively, and without regard to the particular circumstances of the buyer or seller.


 


“Subsidiaries”
means, of any Person, any corporation, association, partnership, limited liability company or other business entity of which more than
fifty percent (50%) of the voting power or equity is owned or controlled directly or indirectly by such Person, or one (1) or more of
the Subsidiaries of such Person, or a combination thereof.


 


“Tax Attributes”
has the meaning set forth in the Recitals.


 


“Tax Benefit Payment”
has the meaning set forth in Section 3.1(b).


 


“Tax Benefit Schedule”
has the meaning set forth in Section 2.2.


 


“Tax Return”
means any return, declaration, report, information returns, claims for refund, disclosures or similar statement filed or required to be
filed with respect to or in connection with Covered Taxes (including any related or supporting schedules, attachments, statements or information
filed or required to be filed with respect thereto).


 


“Taxable Year”
means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax
law, as applicable (and which may include a period of more or less than twelve (12) months for which a Tax Return is made), ending on
or after the Closing Date.


 


“Taxing Authority”
means any domestic, federal, national, state or local government, any subdivision, agency, commission or authority thereof, or any quasi-govemmental
body, in each case, exercising any taxing authority or any other authority or jurisdiction of any kind in relation to tax matters.


 


“Term SOFR”
means, during any period, the Term SOFR Reference Rate for a tenor of one year on the day (such day, the “Term SOFR Determination
Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR
Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR
Reference Rate for a tenor of one year has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference
Rate for a tenor of one year as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day
for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S.
Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such SOFR Determination
Day;


 






    8


     


    

 





provided, further,
that if Term SOFR determined as provided above shall ever be less than 0%, then Term SOFR shall be deemed to be 0%;


 


provided, further,
that if the Corporate Taxpayer and the TRA Party Representative have unanimously made the determination that Term SOFR is no longer a
widely recognized benchmark rate for newly originated loans in the U.S. loan market in U.S. dollars, then the Corporate Taxpayer and the
TRA Party Representative shall establish a replacement interest rate (the “Replacement Rate”), after giving due consideration
to any evolving or then prevailing conventions in the U.S. loan market for loans in U.S. dollars for such alternative benchmark,
and including any mathematical or other adjustments to such benchmark, including spread adjustments, giving due consideration to any evolving
or then prevailing convention for similar loans in the U.S. loan market in U.S. dollars for such benchmark, which adjustment, method for
calculating such adjustment and benchmark shall be published on an information sendee as unanimously selected from time-to-time by the
Corporate Taxpayer and the TRA Party Representative. The Replacement Rate shall, subject to the next two sentences, replace Term SOFR
for all purposes under this TRA Agreement. In connection with the establishment and application of the Replacement Rate, this
TRA Agreement shall be amended, with the consent of the Corporate Taxpayer and the TRA Party Representative (which consent of the Corporate
Taxpayer and the TRA Party Representative shall not be unreasonably withheld or delayed), as necessary or appropriate, in the reasonable
judgment of the Corporate Taxpayer and the TRA Party Representative, to replace the definition of Term SOFR and otherwise to effect the
provisions of this definition. The Replacement Rate shall be applied in a manner consistent with market practice, as unanimously determined
by the Corporate Taxpayer and the TRA Party Representative.


 


“Term SOFR Reference
Rate” means the forward-looking term rate based on SOFR.


 


“TRA Agreement”
has the meaning set forth in the Preamble.


 


“TRA Disinterested
Majority” means a majority of the directors of the Board who are disinterested as determined by the Board in accordance with
the DGCL with respect to the matter being considered by the Board; provided that to the extent a matter being considered by the Board
is required to be considered by disinterested directors under the rules of the national securities exchange on which the Class A Common
Stock is then-listed, the Securities Act or the Exchange Act, such rules with respect to the definition of disinterested director shall
apply solely with respect to such matter.


 


“TRA Party”
has the meaning set forth in the Preamble.


 


“TRA Party Representative”
means, initially, Lake Street, and thereafter, if Lake Street voluntarily resigns in accordance with Section 7.13, such other Person
that the TRA Parties determine from time to time by a plurality vote of the TRA Parties


 


“Transfer”
has the meaning set forth in the Limited Liability Company Agreement and the terms “Transferee,” “Transferor,”
“Transferred,” and other forms of the word “Transfer” shall have the correlative meanings.


 


“Treasury Regulations”
means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and
succeeding provisions) as in effect for the relevant taxable period.


 




    9


     


    

 


“Unit”
has the meaning set forth in the Limited Liability Company Agreement.


 


“U.S. Government
Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in United States government securities.


 


“Valuation Assumptions”
shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination Date,
(1) the Corporate Taxpayer will have taxable income sufficient to fully utilize for purposes of Covered Taxes the deductions arising from
the Basis Adjustments and the Imputed Interest during such Taxable Year, (2) the federal, state and local income tax rates that will be
in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the
Early Termination Date (taking into account any tax rate changes that have become law with a prospective effective date), and (3) if,
on the Early Termination Date, there are Class B Units that have not been Exchanged, then each such Class B Unit shall be deemed Exchanged
in a fully taxable transaction for the Market Value (as determined in accordance with clause (a) of the definition thereof) that would
be applicable if the Exchange occurred on the Early Termination Date.


 


Article
II

Determination of Certain Realized Tax Benefit


 


Section 2.1 Basis
Schedule. Within one hundred twenty (120) calendar days after the due date (including extensions) of IRS Form 1120 (or any
successor form) of the Corporate Taxpayer for each Taxable Year, the Corporate Taxpayer shall deliver to each TRA Party a schedule
(a “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this TRA
Agreement, (i) the actual Tax basis and the Non-Adjusted Tax Basis of the Reference Assets as of the Closing Date, the date of each
Exchange and the date of the Initial Sale, if any, (ii) the Basis Adjustments Attributable to such TRA Party with respect to the
Reference Assets as a result of the Initial Sale, if any, or any Exchange effected by such TRA Party in such Taxable Year and prior
Taxable Years, and (iii) the period (or periods) over which such Basis Adjustments are amortizable and/or depreciable, in each
case, calculated in the aggregate for all TRA Parties and solely with respect to the Initial Sale, if any, or any Exchange with
respect to the TRA Party to which such Basis Schedule is delivered. All costs and expenses incurred in connection with the provision
and preparation of the Basis Schedules and Tax Benefit Schedules for each TRA Party in compliance with this TRA Agreement shall be
borne 50% by the Corporate Taxpayer on the one hand and 50% by the TRA Holders on the other hand. Each Basis Schedule shall become
final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set
forth in Section 2.3(b)).


 


Section 2.2 Tax
Benefit Schedule.


 


(a) Tax
Benefit Schedule. Within one hundred twenty (120) calendar days after the due date (including extensions) of IRS Form 1120 (or
any successor form) of the Corporate Taxpayer for each Taxable Year, the Corporate Taxpayer shall provide to each TRA Party a
schedule showing, in reasonable detail, the calculation of the Tax Benefit Payment (and any Realized Tax Benefit) or the lack of a
Tax Benefit Payment (and any Realized Tax Detriment), as applicable, Attributable to such TRA Party for such Taxable Year (a
“Tax Benefit Schedule”). Each Tax Benefit Schedule shall become final as provided in Section 2.3(a) and
may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).


 






    10


     


    

 


(b) Applicable
Principles. Subject to Section 3.3, the Realized Tax Benefit (or the Realized Tax Detriment) for each Taxable Year is
intended to measure the decrease (or increase) in the actual liability for Covered Taxes of the Corporate Taxpayer for such Taxable
Year attributable to the Tax Attributes, determined using a “with and without” methodology. Carryovers or carrybacks of
any Tax item attributable to any of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury
Regulations or the appropriate provisions of U.S. state income tax law, as applicable, governing the use, limitation, and expiration
of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is
attributable to any Tax Attribute (“TRA Portion”) and another portion that is not (“Non-TRA
Portion”), such portions shall be considered to be used in accordance with the “with and without” methodology
so that the amount of any Non-TRA Portion is deemed utilized, to the extent available, prior to the amount of any TRA Portion, to
the extent available (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3).
The parties agree that (A) the payments made pursuant to this TRA Agreement in respect of the Initial Sale, if any, or any Exchange
are intended to be treated and shall be reported for all purposes, including Tax purposes, as additional contingent consideration to
the applicable TRA Party for the Initial Sale or such Exchange, as applicable, that has the effect of creating additional Basis
Adjustments (if any) to the Reference Assets in the Taxable Year of payment (excluding any portion of such payment treated as
Imputed Interest) and (B) such additional Basis Adjustments shall be incorporated into the calculation for the Taxable Year of the
applicable payment and into the calculations for subsequent Taxable Years.


 


Section 2.3 Procedures,
Amendments.


 


(a) Procedure.
Every time the Corporate Taxpayer delivers to a TRA Party an applicable Schedule under this TRA Agreement, including any Amended
Schedule delivered pursuant to Section 2.3(b), and any Early Termination Schedule or amended Early Termination Schedule, the
Corporate Taxpayer shall also use commercially reasonable efforts to (x) deliver to such TRA Party and the TRA Party Representative
supporting schedules and work papers, as determined by the Corporate Taxpayer or as reasonably requested by such TRA Party (or the
TRA Party Representative on behalf of one or more TRA Parties, including such TRA Party), providing reasonable detail regarding data
and calculations that were relevant for purposes of preparing the Schedule and (y) allow the TRA Party Representative and its
advisors reasonable access to the appropriate representatives of the Corporate Taxpayer (at no cost and expense of the TRA Parties,
the TRA Party Representative, or any of its advisors). Without limiting the generality of the preceding sentence, the Corporate
Taxpayer shall ensure that any Tax Benefit Schedule or Early Termination Schedule that is delivered to a TRA Party, along with any
supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the Actual Tax Liability
(the “with” calculation) and the Hypothetical Tax Liability (the “without” calculation) and identifies
any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable
Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days from the date on which all
relevant TRA Parties and the TRA Party Representative have received the applicable Schedule or amendment thereto under Section
7.1 unless the TRA Party Representative (i) prior to such date, gives the Corporate Taxpayer written notice of a material
objection to such Schedule or amendment thereto made in good faith (“Objection Notice”), or (ii) provides a
written waiver of its right to give an Objection Notice within the period described in clause (i) above, in which case such Schedule
or amendment thereto becomes binding on the date such waiver is given by the TRA Party Representative. If the Corporate Taxpayer and
the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in any Objection Notice within
thirty (30) calendar days after the TRA Party Representative gives the Corporate Taxpayer such Objection Notice, the Corporate
Taxpayer and the TRA Party Representative shall employ the reconciliation procedures described in Section 7.9
(the “Reconciliation Procedures”), in which case such Schedule or Amended Schedule shall become binding in
accordance with Section 7.9.


 






    11


     


    

 


(b) Amended
Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in
connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those
identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was
provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a
change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward
of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment
for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Basis Schedule to
take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). The
Corporate Taxpayer shall provide an Amended Schedule to each TRA Party and the TRA Party Representative when the Corporate
Taxpayer delivers the Basis Schedule for the following Taxable Year or within thirty (30) calendar days after the occurrence of an
event referred to in clauses (i) through (vi) of the preceding sentence, whichever is later. In the event a Schedule is amended
after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended
Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates
but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the
amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended
Schedule shall accrue the Interest Amount (or any other interest hereunder) from the due date (without extensions) for filing IRS
Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the
amendment actually occurs until the payment date applicable to such Taxable Year under Section 3.1(a).


 


Section 2.4 Section
754 Election. The Corporate Taxpayer and NewCo LLC shall ensure that, for each Taxable Year in which an Exchange occurs and
each Taxable Year in which the Initial Sale, if any, occurs, and with respect to which the Corporate Taxpayer and/or NewCo LLC
have obligations under this TRA Agreement, NewCo LLC and each of its direct and indirect Subsidiaries that is treated as a
partnership for U.S. federal income Tax purposes will have in effect a valid election under Section 754 of the Code (and under any
similar provisions of applicable U.S. state or local law) for each such Taxable Year.


 






    12


     


    

 


Article
III

Tax Benefit Payments


 


Section 3.1 Payments.


 


(a) Payments.
Within five (5) Business Days after a Tax Benefit Schedule delivered to a TRA Party becomes final in accordance with Section
2.3(a) or, if applicable, Section 7.9, the Corporate Taxpayer shall pay such TRA Party for such Taxable Year the Tax
Benefit Payment, if any, determined pursuant to Section 3.1(b) that is Attributable to such TRA Party. Each such Tax Benefit
Payment shall be made by wire transfer of immediately available funds to the bank account previously designated by such TRA Party to
the Corporate Taxpayer or as otherwise agreed by the Corporate Taxpayer and such TRA Party. The payments provided for
pursuant to the above sentence shall be computed separately for each TRA Party. Without limiting the Corporate Taxpayer’s
ability to make offsets against Tax Benefit Payments to the extent permitted by Section 3.5, no TRA Party shall be
required under any circumstances to make a payment or return a payment to the Corporate Taxpayer in respect of any portion of any
Tax Benefit Payment previously paid by the Corporate Taxpayer to such TRA Party (including any portion of any Early Termination
Payment).


 


(b)
For purposes of this TRA Agreement:


 


(i)
A “Tax Benefit Payment” in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal to
the sum of (i) the Net Tax Benefit that is Attributable to such TRA Party and (ii) the Interest Amount with respect thereto.


 


(ii) Subject to Section
3.3, the “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of eighty-five percent
(85%) of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount of payments previously
made under the first sentence of Section 3.1(a) (excluding payments attributable to Interest Amounts); provided, that
if there is no such excess (or if a deficit exists), no TRA Party shall be required to make a payment (or return a payment) to the
Corporate Taxpayer in respect of any portion of any Tax Benefit Payment previously paid by the Corporate Taxpayer to such TRA
Party or with respect to such Taxable Year.


 


(iii) The
“Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date
(without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for
the applicable Taxable Year until the payment date under Section 3.1(a); provided that such interest shall not accrue
on the amount of any Net Tax Benefit after the date on which such amount is actually paid to the applicable TRA Party, regardless of
whether such payment is made prior to the due date for such payment under Section 3.1(a) and regardless of whether the amount
of any unpaid Net Tax Benefit has yet become final in accordance with Section 2.3(a) or, if applicable, Section
7.9.


 






    13


     


    

 


Section 3.2 No
Duplicative Payments. It is intended that the provisions of this TRA Agreement will not result in duplicative
payment of any amount (including of any Tax Benefit Payment, Realized Tax Benefit, or interest) required under this TRA Agreement
and no determination of any Net Tax Benefit or Tax Benefit Payment with respect to a Taxable Year shall reflect a benefit from a Tax
Attribute previously taken into account in a prior Taxable Year. It is also intended that the provisions of this TRA Agreement will
result in 85% of the Corporate Taxpayer’s Cumulative Net Realized Tax Benefits and the Interest Amount thereon being
paid to the TRA Parties pursuant to this TRA Agreement. The provisions of this TRA Agreement shall be construed in the appropriate
manner so that these fundamental results are achieved. For purposes of this TRA Agreement, and also for the avoidance of doubt, no
Tax Benefit Payment shall be required to be calculated or made in respect of any estimated tax payments, including, without
limitation, any estimated U.S. federal, state or local income tax payments.


 


Section 3.3 Pro
Rata Payments. Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate Realized Tax
Benefit of the Corporate Taxpayer with respect to the Tax Attributes is limited in a particular Taxable Year because the Corporate
Taxpayer does not have sufficient taxable income, the Net Tax Benefit for the Corporate Taxpayer shall be allocated among all
parties eligible for Tax Benefit Payments under this TRA Agreement with respect to such Taxable Year in proportion to the amounts of
Net Tax Benefit, respectively, that would have been Attributable to each TRA Party if the Corporate Taxpayer had sufficient taxable
income so that there were no such limitation.


 


Section 3.4 Payment
Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit
Payments due under this TRA Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and
the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties eligible for
Tax Benefit Payments with respect to such Taxable Year under this TRA Agreement in proportion to the amounts of Net Tax
Benefit, respectively, that would have been Attributable to each TRA Party if the Corporate Taxpayer had sufficient cash available
to make such Tax Benefit Payments and (ii) no Tax Benefit Payments shall be made in respect of any Taxable Year until all Tax
Benefit Payments to all TRA Parties in respect of all prior Taxable Years have been made in full.


 


Section 3.5 Overpayments.
To the extent the Corporate Taxpayer makes a payment to a TRA Party in respect of a particular Taxable Year under Section
3.1(a) in an amount in excess of the amount of such payment that should have been made to such TRA Party in respect of such
Taxable Year (taking into account Section 3.3 and Section 3.4) under the terms of this TRA Agreement, then
(i) such TRA Party shall not receive further payments under Section 3.1(a) until such TRA Party has foregone an amount
of payments equal to such excess and (ii) to the extent such excess amount is due and payable to, and should have been paid to, any
other TRA Party pursuant to the terms of this TRA Agreement, the Corporate Taxpayer will pay the amount of such TRA Party’s
foregone payments to such other TRA Parties to whom a payment is due and payable, and should have been paid, under this TRA
Agreement in a manner such that each such other TRA Party, to the extent possible, receives aggregate payments under Section 3.1(a)
(taking into account Section 3.3 and Section 3.4) in the amount such other TRA Party would have received if there had
been no excess payment to such TRA Party.


 






    14


     


    

 


Article
IV

Termination


 


Section 4.1 Early
Termination of Agreement; Breach of Agreement.


 


(a) Corporate
Taxpayer’s Early Termination Right. The Corporate Taxpayer may terminate this TRA Agreement (including with respect to all
amounts payable to the TRA Parties and with respect to all of the Units held by the TRA Parties, subject to the immediately
succeeding sentence) at any time by causing the Corporate Taxpayer to pay to each TRA Party the Early Termination Payment in respect
of such TRA Party; provided, that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section
4.1(b) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payments by
the Corporate Taxpayer, neither the Corporate Taxpayer nor the TRA Parties shall have any further payment obligations under this TRA
Agreement, other than with respect to (i) any Tax Benefit Payments agreed by the Corporate Taxpayer and the TRA Parties
Representative as due and payable and that remain unpaid as of the Early Termination Date (which Tax Benefit Payments must be paid
out and shall not be included in the Early Termination Payments) and as of the date of payment of the Early Termination Payment and
(ii) any Tax Benefit Payments due for the Taxable Year ending immediately prior to or including the Early Termination Date (except
to the extent that the amounts described in this clause (ii) are included in the calculation of the Early Termination
Payments (at the option of the Corporate Taxpayer) or are included in clause (i)); provided that upon payment of all
amounts, to the extent applicable and without duplication, described in this sentence, this TRA Agreement shall terminate. For
the avoidance of doubt, if an Exchange occurs after the Corporate Taxpayer makes all of the required Early Termination Payments, the
Corporate Taxpayer shall have no obligations under this TRA Agreement with respect to such Exchange.


 


(b) In the
event that the Corporate Taxpayer breaches any of its material obligations under this TRA Agreement, whether as a result of failure
to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a result
of the rejection of this TRA Agreement in a case commenced under the Bankruptcy Code or otherwise, then all obligations hereunder
shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of
such breach and shall include, but not be limited to, without duplication, (1) the Early Termination Payment calculated as if an
Early Termination Notice had been delivered on the date of a breach, (2) any Tax Benefit Payments that are due and payable under
this TRA Agreement but that remain unpaid as of the date of a breach, and (3) any Tax Benefit Payment due for the Taxable Year
ending with or including the date of a breach. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this
TRA Agreement and this Section 4.1(b) applies, the TRA Parties shall be entitled to elect to receive the amounts set
forth in clauses (1), (2), and (3), above or to seek specific performance of the terms hereof. The parties agree that the failure to
make any payment due pursuant to this TRA Agreement within three (3) months of the date such payment is due shall be deemed to be a
breach of a material obligation under this TRA Agreement for all purposes of this TRA Agreement, and that it will not be considered
to be a breach of a material obligation under this TRA Agreement to make a payment due pursuant to this TRA Agreement within
three (3) months of the date such payment is due. Notwithstanding anything in this TRA Agreement to the contrary, it shall not be a
breach of a material obligation under this TRA Agreement if the Corporate Taxpayer fails to make any Tax Benefit Payment or other
payment due pursuant to this TRA Agreement when due to the extent that the Corporate Taxpayer has insufficient funds or cannot make
such payment as a result of obligations imposed in connection with the Senior Obligations, and cannot take commercially reasonable
actions to obtain sufficient funds, to make such payment; provided, that the interest provisions of Section 5.2 shall
apply to such late payment unless the Corporate Taxpayer does not have sufficient funds to make such payment as a result of a
limitation imposed by any Senior Obligations, in which case, Section 5.2 shall apply, but the Default Rate shall be replaced
by the Agreed Rate; provided, further, that such payment obligation shall nonetheless accrue for the benefit of the
TRA Parties, and the Corporate Taxpayer shall make such payment at the first opportunity that it has sufficient funds and is
otherwise able to make such payment.


 






    15


     


    

 


Section 4.2 Early
Termination Notice. If the Corporate Taxpayer choose to exercise its right of early termination in accordance with Section
4.1 above, the Corporate Taxpayer shall deliver to each TRA Party and the TRA Party Representative written notice of such
decision to exercise such right (an “Early Termination Notice”) and a schedule (an “Early
Termination Schedule”) specifying the Corporate Taxpayer’s decision to exercise such right and showing in reasonable
detail the calculation of the Early Termination Payment(s) due for each TRA Party. Each Early Termination Schedule shall become
final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties have been given such
Schedule under Section 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such date
gives the Corporate Taxpayer written notice of a material objection to such Schedule made in good faith (a “Material
Objection Notice”) or (ii) provides a written waiver of its right to give a Material Objection Notice within the period
described in clause (i) above, in which case such Schedule becomes binding on the date such waiver is given by the TRA Party
Representative to the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, after negotiating in good
faith, are unable to successfully resolve the issues raised in such Material Objection Notice within thirty (30) calendar days after
the TRA Party Representative gives the Corporate Taxpayer the Material Objection Notice, the Corporate Taxpayer and the TRA Party
Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding in accordance with Section
7.9. The TRA Party Representative will represent the interests of each of the TRA Parties and shall raise and pursue, in
accordance with this Section 4.2, any objection to an Early Termination Schedule timely given in writing to the TRA Party
Representative by a TRA Party.


 


Section 4.3 Payment
upon Early Termination.


 


(a) Within
five (5) Business Days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Party an amount equal
to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately available
funds to a bank account or accounts designated by such TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA
Party.


 






    16


     


    

 


(b)
“Early Termination Payment” in respect of a TRA Party shall equal the present value, discounted at the Early
Termination Rate as of and starting from the applicable Early Termination Date, of all Tax Benefit Payments (excluding any Interest Amount)
in respect of such TRA Party that would be required to be paid by the Corporate Taxpayer beginning from the Early Termination Date (but
which have not been previously paid as of such date), and assuming that the Valuation Assumptions in respect of such TRA Party are applied
and that each such Tax Benefit Payment for each relevant Taxable Year would be paid on the due date (including extensions) under applicable
law as of the Early Termination Date for filing of IRS Form 1120 (or any successor form) of the Corporate Taxpayer for each such Taxable
Year.


 


Article
V

Subordination and Late Payments


 


Section 5.1 Subordination.
Notwithstanding any other provision of this TRA Agreement to the contrary, any Tax Benefit Payment, Early Termination
Payment or any other payment required to be made by the Corporate Taxpayer to any TRA Party under this TRA Agreement shall
rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any
obligations in respect of indebtedness for borrowed money of the Corporate Taxpayer and its Subsidiaries (the “Senior
Obligations”) and shall rank pari passu in right of payment with all current or future unsecured obligations of the
Corporate Taxpayer that are not Senior Obligations. To the extent that any payment under this TRA Agreement is not permitted to
be made at the time payment is due as a result of this Section 5.1 and the terms of the agreements governing the Senior
Obligations, such payment obligation nevertheless shall accrue for the benefit of the TRA Parties and the Corporate Taxpayer shall
make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of the Senior
Obligations and Section 5.2 shall apply to such payment.


 


Section 5.2 Late
Payments by the Corporate Taxpayer. The amount of all or any portion of any Tax Benefit Payment or Early Termination Payment
not made to the TRA Parties when due under the terms of this TRA Agreement, whether as a result of Section 5.1 or otherwise,
shall be payable together with any interest thereon, computed at the Default Rate commencing from the Final Payment Date therefor
accruing to the date of actual payment.


 


Article
VI

No Disputes; Consistency; Cooperation


 


Section 6.1 Participation
in the Corporate Taxpayer’s and NewCo LLC’s Tax Matters. Except as otherwise provided in this TRA Agreement, the
Business Combination Agreement or the Limited Liability Company Agreement, the Corporate Taxpayer shall have full responsibility
for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer, its Subsidiaries and NewCo LLC, including the
preparation, filing, or amending of any Tax Return and defending, contesting or settling any issue pertaining to Covered Taxes.


 






    17


     


    

 

Section 6.2 Consistency. The Corporate Taxpayer and the TRA Parties agree to report and cause their
respective Affiliates to report for all purposes, including U.S. federal, state and local purposes and financial reporting purposes,
all Tax-related items (including the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that set forth in this
TRA Agreement or specified by the Corporate Taxpayer in any Schedule (or Amended Schedule, as applicable) provided by or on behalf of
the Corporate Taxpayer under this TRA Agreement that is final and binding on the parties unless otherwise required by applicable law.


 


Section 6.3 Cooperation.
Each of the TRA Parties shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents and other
materials as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or
appropriate under this TRA Agreement, preparing any Tax Return, or contesting or defending any audit, examination, or controversy
with any Taxing Authority, (b) make itself available to the Corporate Taxpayer and their representatives to provide explanations of
documents and materials and such other information as the Corporate Taxpayer or their representatives may reasonably request in
connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such
matter. The Corporate Taxpayer shall reimburse the TRA Parties for any reasonable and documented out-of-pocket costs and expenses
incurred pursuant to this Section 6.3.


 






    18


     


    

 


Article
VII

MISCELLANEOUS


 


Section 7.1 Notices.
All notices, demands and other communications to be given or delivered under this TRA Agreement shall be in writing and shall be
deemed to have been given (a) when personally delivered (or, if delivery is refused, upon presentment) or received by email (with
confirmation of transmission) prior to 5:00 p.m. eastern time on a Business Day and, if otherwise, on the next Business Day, (b) one
(1) Business Day following delivery by reputable overnight express courier (charges prepaid) or (c) three (3) calendar days
following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified
in writing pursuant to the provisions of this Section 7.1, notices, demands and other communications shall be sent to the
addresses indicated below:


 


If to the Corporate Taxpayer
or NewCo LLC, to:


 


Appreciate Intermediate Holdings, LLC


6101 Baker Road, Suite 200


Minnetonka, Minnesota 55345


 


Attention: Chris Laurence

Email: claurence@renterswarehouse.com


 


with a copy (which shall not
constitute notice) to:


 


Winthrop & Weinstine, P.A.


Capella Tower, Suite 3500


225 South Sixth Street


Minneapolis, Minnesota 55402


 


Attention: Dean D. Willer; Philip T. Colton

Email: dwiller@winthrop.com; pcolton@winthrop.com


  






    19


     


    

 


If to the TRA Party Representative,
to:


 


Lake Street Landlords, LLC

315 Lake Street East


Wayzata, Minnesota 55391


 


Attention: Scott Honour

Email: shonour@northernpacificgroup.com


 


with a copy (which shall not
constitute notice) to:


 


Faegre Drinker Biddle & Reath LLP


2200 Wells Fargo Center


90 South Seventh Street


Minneapolis, MN 55402


 


Attention: Steven C. Kennedy

Email: steve.kennedy@faegredrinker.com


 


If to a TRA Party, to such
TRA Party’s address(es) listed below such TRA Party’s signature on such TRA Party’s signature page to this TRA Agreement
or joinder signature page to this TRA Agreement.


 


Section 7.2 Counterparts.
This TRA Agreement may be executed and delivered in one or more counterparts and by fax, email or other electronic transmission,
each of which shall be deemed an original and all of which shall be considered one and the same agreement. No party shall raise the
use of a fax machine, email, or other electronic transmission device or method to deliver a signature or the fact that any signature
or agreement or instrument was transmitted or communicated through the use of a fax machine, email, or other electronic transmission
device or method as a defense to the formation or enforceability of a contract and each party forever waives any such defense.


 


Section 7.3 Entire
Agreement; No Third-Party Beneficiaries. This TRA Agreement (together with all Exhibits and Schedules to this TRA
Agreement), the Business Combination Agreement (together with the Disclosure Letters and Exhibits thereto), the Limited Liability
Company Agreement, and the Confidentiality Agreement, contain the entire agreement and understanding among the parties with respect
to the subject matter hereof and thereof and supersede all prior agreements and understandings, whether written or oral, relating to
such subject matter in any way. Nothing in this TRA Agreement, express or implied, is intended to or shall confer upon any other
Person any right, benefit or remedy of any nature whatsoever under or by reason of this TRA Agreement.


 


Section 7.4 Governing
Law. The law of the State of Delaware shall govern (a) all claims or matters related to or arising from this TRA Agreement
(including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and
enforceability of this TRA Agreement, and the performance of the obligations imposed by this TRA Agreement, in each case without
giving effect to any choice-of-law or conflict- of-law rules or provisions (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.


 






    20


     


    

 


Section 7.5 Severability.
If any provision of this TRA Agreement is determined to be invalid, illegal or unenforceable by any governmental entity, all other
provisions of this TRA Agreement shall nevertheless remain in full force and effect. Upon such determination that any provision is
invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this TRA Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.


 


Section 7.6 Successors;
Assignment; Amendments; Waivers.


 


(a)
No TRA Party may assign all or any portion of its rights or obligations under this TRA Agreement to any Person without the prior
written approval of the TRA Disinterested Majority, except that, to the extent that a TRA Party Transfers Units to any of such TRA Party’s
Permitted Transferees in accordance with the terms of the Limited Liability Company Agreement, the Transferring TRA Party shall have the
option to assign, without the approval of the TRA Disinterested Majority, to the Transferee of such Units the Transferring TRA Party’s
rights and obligations under this TRA Agreement with respect to such Transferred Units. As a condition to any such assignment, each Transferee
which is a Permitted Transferee or approved by the TRA Disinterested Majority and the Corporate Taxpayer shall execute and deliver a joinder
to this TRA Agreement, in the form attached hereto as Exhibit A, agreeing to become a TRA Party for all purposes of this TRA Agreement,
except as otherwise provided in such joinder. If a TRA Party Transfers Units in accordance with the terms of the Limited Liability Company
Agreement but does not assign to the Transferee of such Units its rights and obligations under this TRA Agreement with respect to such
Transferred Units, (i) such TRA Party shall remain a TRA Party under this TRA Agreement for all purposes, including with respect to the
receipt of Tax Benefit Payments to the extent payable hereunder (including any Tax Benefit Payments in respect of the Initial Sale, if
any, or of the Exchanges of such Transferred Units by such Transferee), and (ii) the Transferee of such Units shall not be a TRA Party.
The Corporate Taxpayer may not assign any of its rights or obligations under this TRA Agreement to any Person (other than in connection
with a Mandatory Assignment) without the prior written consent of the TRA Party Representative (not to be unreasonably withheld, conditioned
or delayed). Any purported assignment in violation of the terms of this Section 7.6 shall be null and void. Notwithstanding the
foregoing, once the Initial Sale, if any, or any Exchange has occurred, any and all payments that may become payable to a TRA Party pursuant
to this TRA Agreement with respect to such Initial Sale, if any, or such Exchange may be assigned to any Person or Persons, as long as
any such Person has executed and delivered, or, in connection with such assignment, executes and delivers, a joinder to this TRA Agreement,
in form and substance reasonably satisfactory to the Corporate Taxpayer, agreeing to be bound by Section 7.12.


 






    21


     


    

 


(b)
 No provision of this TRA Agreement may be amended unless such amendment is approved in writing by, (i) on the one hand, the Corporate
Taxpayer, and (ii) on the other hand, the TRA Parties who would be entitled to receive at least two-thirds of the total amount of
the Early Termination Payments payable to all TRA Parties under this TRA Agreement if the Corporate Taxpayer had exercised its right of
early termination on the date of the most recent Exchange (or if no Exchange has occurred, the date of the Initial Sale, if any,) prior
to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this TRA Agreement since the
date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a disproportionate
effect on the payments one or more TRA Parties will be entitled to receive under this TRA Agreement unless such amendment is consented
to in writing by each such TRA Partiy disproportionately affected. No provision of this TRA Agreement may be waived unless such waiver
is in writing and signed by the party against whom the waiver is to be effective.


 


(c)
All of the terms and provisions of this TRA Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable
by the parties hereto and their respective successors, permitted assigns, heirs, executors, administrators and legal representatives.
The Corporate Taxpayer shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to
perform this TRA Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such
succession had taken place (any such assignment, a “Mandatory Assignment”).


 


Section 7.7 Interpretation.
The headings and captions used in this TRA Agreement and the table of contents to this TRA Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this TRA Agreement. Any capitalized terms used in any Schedule or
Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this TRA Agreement. The use of the
word “including” herein shall mean “including without limitation.” The words “hereof,”
“herein,” and “hereunder” and words of similar import, when used in this TRA Agreement, shall refer to this
TRA Agreement as a whole and not to any particular provision of this TRA Agreement. References herein to the Preamble or to a
specific Section, Subsection, Recital, Clause, Schedule or Exhibit shall refer, respectively, to the Preamble, Sections,
Subsections, Recitals, Clauses, Schedules or Exhibits of this TRA Agreement. Terms defined in the singular shall have a
comparable meaning when used in the plural, and vice versa. References herein to any gender shall include each other gender. The
word “or” shall not be exclusive unless the context clearly requires the selection of one (1) (but not more than one
(1)) of a number of items. References to “written” or “in writing” include in electronic form. References
herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and
permitted assigns; provided, however, that nothing contained in this Section 7.7 is intended to authorize any assignment or
transfer not otherwise permitted by this TRA Agreement. References herein to a Person in a particular capacity or capacities shall
exclude such Person in any other capacity. Any reference to “days” shall mean calendar days unless Business Days are
expressly specified; provided that if any action is required to be done or taken on a day that is not a Business Day, then such
action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. References herein
to any contract or agreement (including this TRA Agreement) mean such contract or agreement as amended, restated, supplemented or
modified from time to time in accordance with the terms thereof. With respect to the determination of any period of time, the word
“from” means “from and including” and the words “to” and “until” each means
“to but excluding.” References herein to any law shall be deemed also to refer to such law, as amended (and any
successor laws), and all rules and regulations promulgated thereunder. The word “extent” in the phrase “to the
extent” (or similar phrases) shall mean the degree to which a subject or other thing extends, and such phrase shall not mean
simply “if.” Except where otherwise expressly provided, all amounts in this TRA Agreement are stated and shall be paid
in United States dollars. The parties to this TRA Agreement and their respective counsel have reviewed and negotiated this TRA
Agreement as the joint agreement and understanding of such parties, and the language used in this TRA Agreement shall be deemed
to be the language chosen by such parties to express their mutual intent, and no rule of strict construction shall be applied
against any Person.


 






    22


     


    

 


Section 7.8 Waiver
of Jury Trial; Jurisdiction.


 


(a)
THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION (I) ARISING UNDER THIS TRA AGREEMENT OR (II) IN ANY WAY CONNECTION WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES IN RESPECT OF THIS TRA AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER,
AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS
TRA AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


(b)
Subject to Section 7.9, each of the parties hereto submits to the exclusive jurisdiction of the Chancery Court of the State
of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the
State of New York, New York County) in any action, suit or proceeding arising out of or relating to this TRA Agreement, agrees that all
claims in respect of such action, suit or proceeding shall be heard and determined in any such court and agrees not to bring any action,
suit or proceeding arising out of or relating to this TRA Agreement in any other courts. Nothing in this Section 7.8, however,
shall affect the right of any party to serve legal process in any other manner permitted by law or at equity. Each party hereto agrees
that a final judgment in any action, suit or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or
in any other manner provided by law or at equity.


 


Section 7.9 Reconciliation.
In the event that the Corporate Taxpayer and the TRA Party Representative are unable to resolve a disagreement with respect to
the calculation of amounts owed pursuant to this TRA Agreement within the relevant period designated in this TRA Agreement
(“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally
recognized expert in the particular area of disagreement, acting as an expert and not as an arbitrator (the
“Expert”), mutually acceptable to the Corporate Taxpayer and the TRA Party Representative; provided that
solely with respect to any disagreements regarding the computation of an Early Termination Payment that relates to the taxable
income projections described in clause (i) of the definition of “Valuation Assumptions,” the Corporate Taxpayer and the
TRA Party Representative shall each submit the Reconciliation Dispute for determination to an Expert in the area of valuation
services mutually acceptable to the Corporate Taxpayer and the TRA Party Representative. The Expert shall be a partner or principal
in a nationally recognized accounting or law firm and, unless the Corporate Taxpayer, and the TRA Party Representative agree in
writing otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with any
party to this TRA Agreement or any Affiliate of any such parties or any other actual or potential conflict of interest. If the
Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by
the respondent(s) of written notice of a Reconciliation Dispute, then the Corporate Taxpayer and the TRA Party Representative shall
cause the Expert to be selected by the International Chamber of Commerce Centre for Expertise in accordance with the criteria set
forth above in this Section 7.9 and the Expert shall be subject to replacement by mutual agreement of the Corporate Taxpayer
and the TRA Party Representative. The Expert shall resolve any matter relating to the Basis Schedule or an amendment thereto, the
Early Termination Schedule or an amendment thereto, or a Tax Benefit Schedule or any amendment thereto within thirty (30) calendar
days or, in each case, as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the
Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject
of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is
due, the undisputed amount shall be paid on the date prescribed by this TRA Agreement and such Tax Return may be filed as prepared
by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The sum of (a) the costs and expenses relating to (i)
the engagement (and, if applicable, selection by the International Chamber of Commerce Centre for Expertise) of such Expert and (ii)
if applicable, amending any Tax Return in connection with the decision of such Expert and (b) the reasonable out-of-pocket costs and
expenses of the Corporate Taxpayer and the TRA Party Representative incurred in the conduct of such proceeding shall be allocated
between the Corporate Taxpayer, on the one hand, and the TRA Parties whose Tax Benefit Payments were the subject of the Resolution
Dispute, on the other hand (and, in turn, among such TRA Parties in proportion to their respective unsuccessfully disputed items),
in the same proportion that the aggregate amount of the disputed items so submitted to the Expert that is unsuccessfully disputed by
each such party (as finally determined by the Expert) bears to the total amount of such disputed items so submitted, and each such
party shall promptly reimburse the other party for the excess that such other party has paid in respect of such costs and expenses
over the amount it has been so allocated. The Corporate Taxpayer may withhold payments under this TRA Agreement to collect amounts
due under the preceding sentence on a TRA Party-by-TRA Pary basis. Any dispute as to whether a dispute is a Reconciliation Dispute
within the meaning of this Section 7.9 shall be decided by the Expert. The Expert shall finally determine any Reconciliation
Dispute and the determinations of the Expert pursuant to this Section 7.9 shall be binding on the Corporate Taxpayer and each
of the TRA Parties whose Tax Benefit Payments were the subject of the Resolution Dispute and may be entered and enforced in any
court having jurisdiction.


 






    23


     


    

 


Section 7.10 Withholding.
The Corporate Taxpayer shall be entitled to deduct and withhold, or cause there to be deducted and withheld from, any payment
payable pursuant to this TRA Agreement such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the
making of such payment under the Code or any provision of state, local, foreign or other tax law. To the extent that amounts are so
withheld and paid over to the appropriate Taxing Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all
purposes of this TRA Agreement as having been paid to the Person in respect of whom such withholding was made or such payment was
due and payable. Each TRA Party shall promptly provide the Corporate Taxpayer, NewCo LLC, or other applicable withholding agent with
any applicable Tax forms and certifications (including IRS Form W-9 or the applicable version of IRS Form W-8) and any other related
information necessary to enable the Corporate Taxpayer (or its applicable withholding agent) to determine whether any deduction or
withholding is required under applicable law and to comply with any applicable reporting requirements or that are reasonably
requested and shall promptly provide an update of any such Tax form or certificate previously delivered if the same has become
incorrect or has expired and shall indemnify and hold harmless the Corporate Taxpayer (or its applicable withholding agent) for the
entire amount of any such amounts as the Corporate Taxpayer (or its applicable withholding agent) is required to deduct and
withhold.


 


Section 7.11 Admission
of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.


 


(a)
If the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that
files a consolidated, combined, or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions
of state or local tax law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax
Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated,
combined, or unitary taxable income of the group as a whole.


 


(b)
If any entity that is obligated to make any Tax Benefit Payment or any Early Termination Payment hereunder transfers one or more
assets to a corporation with which such entity does not file a consolidated, combined, or unitary tax return pursuant to Section 1501
of the Code, or any corresponding provisions of state, local or non-U.S. Tax law, such entity, for purposes of calculating the amount
of any such payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity)
due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The
consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset (as reasonably determined
by the governing body, or the Person responsible for management, of such entity acting in good faith), plus, without duplication, (i)
the amount of debt to which such asset is subject, in the case of a contribution of an encumbered asset or (ii) the amount of debt allocated
to such asset, in the case of a contribution of a partnership interest.


 


Section 7.12 Confidentiality.


 


(a)   Subject
to Section 6.3, each TRA Party acknowledges and agrees that the information of the Corporate Taxpayer is confidential
and, except in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or
legal process or to enforce the terms of this TRA Agreement in good faith, such person shall keep and retain in confidence and not
disclose to any Person any confidential matters of the Corporate Taxpayer and its Affiliates and successors or concerning NewCo and
its Affiliates and successors learned by the TRA Party pursuant to this TRA Agreement. This Section 7.12 shall not apply to
(i) any information that has been made public by the Corporate Taxpayer or any of its Affiliates or becomes public knowledge (except
as a result of an act of the TRA Party in violation of this TRA Agreement) and (ii) the disclosure of information to the extent
reasonably necessary for the TRA Party to prepare and file its Tax Returns, to respond to any inquiries regarding the same from any
Taxing Authority or to prosecute or defend any material action, proceeding or audit by any Taxing Authority with respect to such
returns. Notwithstanding anything to the contrary in this TRA Agreement, to the extent required by applicable law or to the extent
reasonably necessary for the TRA Party to comply with any applicable reportable transaction requirements under applicable law, each
TRA Party (and each employee, representative or other agent of the TRA Party, as applicable) may disclose the Tax treatment and Tax
structure of the Corporate Taxpayer, NewCo and their Affiliates, and any of their transactions, and all materials of any kind
(including opinions or other Tax analyses) that are provided to the TRA Party relating to such Tax treatment and Tax structure.


 






    24


     


    

 


(b)
If a TRA Party breaches any of the provisions of this Section 7.12, the Corporate Taxpayer shall have the right to seek
to have the provisions of this Section 7.12 specifically enforced by injunctive relief by any court of competent jurisdiction without
the need to post any bond or other security, it being acknowledged and agreed that any such breach shall cause irreparable injury to the
Corporate Taxpayer or any of its Affiliates and that money damages alone shall not provide an adequate remedy to such Persons. Such rights
and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.


 


(c)
In no event shall this Section 7.12 limit any obligation of any party under the Limited Liability Company Agreement or the
Business Combination Agreement.


 


Section 7.13 TRA
Party Representative. By executing this TRA Agreement, each of the TRA Parties shall be deemed to have
irrevocably appointed the TRA Party Representative as each TRA Party’s agent and attorney in fact with full power of
substitution to act from and after the date hereof and to do any and all things and execute any and all documents on behalf of
such TRA Parties which may be necessary, convenient or appropriate to facilitate any matters under this TRA Agreement,
including: (i) execution of the documents and certificates required pursuant to this TRA Agreement; (ii) except to the extent
provided in this TRA Agreement, receipt and forwarding of notices and communications pursuant to this TRA Agreement;
(iii) administration of the provisions of this TRA Agreement; (iv) any and all consents, waivers, amendments or modifications
deemed by the TRA Party Representative to be necessary or appropriate under this TRA Agreement and the execution or delivery of any
documents that may be necessary or appropriate in connection therewith; (v) taking actions the TRA Party Representative is
authorized to take pursuant to the other provisions of this TRA Agreement; (vi) negotiating and compromising, on behalf of such
TRA Parties, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this TRA
Agreement and executing, on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such
dispute or remedy; and (vii) engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with
this TRA Agreement and paying any fees related thereto on behalf of such TRA Parties, subject to reimbursement by such TRA
Parties. The TRA Parties shall promptly reimburse the TRA Party Representative for all reasonable costs and expenses incurred in
connection with the TRA Party Representative performing its duties hereunder. The TRA Party Representative may resign upon thirty
(30) days’ written notice to the Corporate Taxpayer.


 


[Signature Page Follows]


 




    25


     


    

 


IN WITNESS WHEREOF, the undersigned
have caused this TRA Agreement to be duly executed as of the date first above written.


 


	 	CORPORATE
    TAXPAYER:
	 	 	 
	 	PropTech
    Investment Corporation II, a Delaware corporation
	 	 	 
	 	By:	                  
	 	Name: 	
	 	Title:	
	 	 	 
	 	NEWCO
    LLC:
	 	 	 
	 	Appreciate
    Intermediate Holdings, LLC, a Delaware limited liability company
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	
	 	 	 
	 	COMPANY:
	 	 	 
	 	RW
    National Holdings, LLC, a Delaware limited liability company
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	
	 	 	 
	 	LAKE
    STREET:
	 	 	 
	 	Lake
    Street Landlords, LLC, a Delaware limited liability company
	 	 	 
	 	By:	
	 	Name:	
	 	Title:	



 


Signature
Page to Income Tax Receivable Agreement


 




     


     


    

 





	 	TRA
    PARTY:
	 	 	 
	 	[
    ]	
	 	 	 
	 	By:	            
	 	Name: 	
	 	Title:	



 


	 	Address
    for Notices:
	 	 
	 	Attention:    
	 	Email:



  





Signature
Page to Income Tax Receivable Agreement




 




     


     


    

 


Exhibit
A


 


Form
of Joinder


 


This
Joinder Agreement (“Joinder Agreement”) is a joinder to the Tax Receivable Agreement, dated as of [●], 2022
(the “Agreement”), by and among PropTech Investment Corporation II, a Delaware corporation (the “Corporate
Taxpayer”), Appreciate Intermediate Holdings, LLC, a Delaware limited liability company (“NewCo LLC”), RW
National Holdings, LLC, a Delaware limited liability company, each of the TRA Parties (as defined therein), and each of the other
Persons from time to time that become a party thereto, as amended from time to time. Capitalized terms used but not defined in this Joinder
Agreement shall have the meanings given to them in the Agreement. This Joinder Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to its conflict-of-law principles that would cause the application of
the laws of another jurisdiction. If there is a conflict between this Joinder Agreement and the Agreement, the terms of this Joinder
Agreement shall control.


 


By
signing and returning this Joinder Agreement to the Corporate Taxpayer and NewCo LLC, the undersigned accepts and agrees to be bound
by and subject to all of the terms and conditions of and a TRA Party contained in the Agreement, with all attendant rights, duties and
obligations of a TRA Party thereunder. The parties to the Agreement shall treat the execution and delivery hereof by the undersigned
as the execution and delivery of the Agreement by the undersigned and, upon receipt of this Joinder Agreement by the Corporate Taxpayer
and NewCo LLC, the signature of the undersigned set forth below shall constitute a counterpart signature to the signature page of
the Agreement.


 


[Remainder
of Page Intentionally Left Blank.]


 




    A-1


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be executed and delivered as of the date first set forth above.


 


	 	[●]
	 	 
	 	 
	 	Name: 	            
	 	[Title:]	 
	 	 
	 	Address
    for Notices:
	 	 
	 	Attention:
	 	Email:








 






    A-2


     


    

 


SCHEDULE
1


 


  


S-1