REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 28th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 28th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 24, 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 6060 Center Drive 10th Floor Los Angeles, California 90045 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 28th, 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 (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”) and the Co
Underwriting AgreementFifth Wall Acquisition Corp. III • May 28th, 2021 • Blank checks • New York
The Company has entered into an Investment Management Trust Agreement, effective as of May 24, 2021, with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust Agreement”), pursuant to which the proceeds from the sale of the Private Placement Shares (as defined below) and certain proceeds of the Offering will be deposited and held in a U.S. based trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Shares and the Optional Shares, if and when issued, in each case as described more fully in the Prospectus.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 28th, 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 May 24, 2021 (the “Effective Date”), 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”).
