Fifth Wall Acquisition Corp. III February 24, 2021 Fifth Wall Acquisition Sponsor III, LLC RE: Securities Subscription Agreement Gentlemen:Fifth Wall Acquisition Corp. III • April 16th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 24, 2021 by and between Fifth Wall Acquisition Sponsor III, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 4,312,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Fifth Wall Acquisition Corp. III 6060 Center Drive 10th Floor Los Angeles, California 90045 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and BofA Securities, Inc. as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s shares (the “Shares”) of Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), including up to 3,750,000 Shares that may be purchased to cover over-allotments, if any. The Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”)
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
This Indemnification Agreement (“Agreement”) is made and entered into as of [•], 2021 by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Fifth Wall Acquisition Corp. III 25,000,000 Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
Fifth Wall Ventures Management, LLCFifth Wall Acquisition Corp. III • April 16th, 2021 • Blank checks
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [•], 2021, is entered into by and between among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Fifth Wall Acquisition Sponsor III, LLC, a Cayman Islands limited liability company (the “Purchaser”).
