SUBSCRIPTION AGREEMENT December 13, 2022Subscription Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts
LOCK-UP AGREEMENTLock-Up Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2022 by and among (i) Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, “Parent”), (ii) Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
SPONSOR AGREEMENTSponsor Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
This SPONSOR AGREEMENT (this “Agreement” or the “Sponsor Agreement”), dated as of December 13, 2022, is entered into by and between Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (“Sponsor”), Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (“Acquiror”), each of the undersigned individuals, each of whom is a member of Acquiror’s board of directors and/or management team (each, a “Holder”), and Mobile Infrastructure Corporation, a Maryland corporation (the “Company”). Sponsor, Acquiror, each Holder and the Company shall be referred to herein from time to time as the “Parties”.
SUPPORT AGREEMENTSupport Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
This SUPPORT AGREEMENT (this “Agreement”), dated as of December 13, 2022, is entered into by and among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “Parent”), and the stockholder of the Company (as defined below) set forth on Schedule A hereto (the “Supporting Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO LTIP UNIT AGREEMENTLtip Unit Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts
This FIRST AMENDMENT TO LTIP UNIT AGREEMENT (this “Amendment”) is entered into as of December 13, 2022 (the “Amendment Effective Date”) among Mobile Infrastructure Corporation, a Maryland corporation formerly known as The Parking REIT, Inc. (the “Company”), Mobile Infra Operating Partnership, L.P. a Maryland limited partnership formerly known as MVP REIT II Operating Partnership, LP (the “Operating Partnership”), and Manuel Chavez (the “Participant”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms under the Agreement (as hereinafter defined).
LOCK-UP AGREEMENTLock-Up Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2022 by and among (i) Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, “Parent”), (ii) Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and (iii) Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands exempted limited company (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
This SUPPORT AGREEMENT (this “Agreement”), dated as of December 13, 2022, is entered into by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), “Parent”), and HSCP Strategic III, L.P. a Delaware limited partnership (the “Supporting Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
MERGER TERMINATION AGREEMENTMerger Termination Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
This Merger Termination Agreement (this “Agreement”), dated as of December 12, 2022, is by and between Mobile Infrastructure Corporation, a Maryland corporation (“MIC”, or alternatively, the “Company”), and Mobile Infrastructure Trust, a Maryland real estate investment trust (“MIT”, and together with the Company, the “Parties”). Capitalized terms used but not defined herein have the respective meanings given to them in that certain Agreement and Plan of Merger, dated as of May 27, 2022, by and between the Parties, as amended and restated by that certain Amended and Restated Agreement and Plan of Merger, dated as of September 26, 2022 (the “Merger Agreement”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts
This SECOND AMENDMENT TO EMPLOYEMENT AGREEMENT (this “Amendment”) is entered into as of December 13, 2022 (the “Amendment Effective Date”) among Mobile Infrastructure Corporation, a Maryland corporation formerly known as The Parking REIT, Inc. (the “Company”), Mobile Infra Operating Partnership, L.P. a Maryland limited partnership formerly known as MVP REIT II Operating Partnership, LP (the “Operating Partnership”), and Manuel Chavez (the “Executive”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms under the Agreement (as hereinafter defined).
AGREEMENT AND PLAN OF MERGER by and among Fifth Wall Acquisition Corp. III, as the Acquiror, Queen Merger Corp. I, as Merger Sub, and Mobile Infrastructure Corporation, as MIC or the Company, Dated as of December 13, 2022Support Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts • Maryland
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts
This SECOND AMENDMENT TO EMPLOYEMENT AGREEMENT (this “Amendment”) is entered into as of December 13, 2022 (the “Amendment Effective Date”) among Mobile Infrastructure Corporation, a Maryland corporation formerly known as The Parking REIT, Inc. (the “Company”), Mobile Infra Operating Partnership, L.P. a Maryland limited partnership formerly known as MVP REIT II Operating Partnership, LP (the “Operating Partnership”), and Stephanie Hogue (the “Executive”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms under the Agreement (as hereinafter defined).
FIRST AMENDMENT TO LTIP UNIT AGREEMENTLtip Unit Agreement • December 14th, 2022 • Mobile Infrastructure Corp • Real estate investment trusts
This FIRST AMENDMENT TO LTIP UNIT AGREEMENT (this “Amendment”) is entered into as of December 13, 2022 (the “Amendment Effective Date”) among Mobile Infrastructure Corporation, a Maryland corporation formerly known as The Parking REIT, Inc. (the “Company”), Mobile Infra Operating Partnership, L.P. a Maryland limited partnership formerly known as MVP REIT II Operating Partnership, LP (the “Operating Partnership”), and Stephanie Hogue (the “Participant”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms under the Agreement (as hereinafter defined).
