INDEMNITY AGREEMENTIndemnification Agreement • November 13th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of November 9, 2020, by and between TS Innovation Acquisitions Corp., a Delaware corporation, (the “Company”), and __________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 9, 2020, is made and entered into by and among TS Innovation Acquisitions Corp., a Delaware corporation (the “Company”), TS Innovation Acquisitions Sponsor, L.L.C., a Delaware 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
30,000,000 Units TS INNOVATION ACQUISITIONS CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • New York
TS Innovation Acquisitions Corp., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to BofA Securities, Inc. and Allen & Company LLC (collectively, the “Underwriters”) 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities” and the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 13th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 9, 2020 by and between TS Innovation Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 13th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 9, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between TS Innovation Acquisitions Corp., a Delaware corporation (the “Company”), and TS Innovation Acquisitions Sponsor, L.L.C., a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • November 13th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 9, 2020, is by and between TS Innovation Acquisitions Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 30th, 2021 • TS Innovation Acquisitions Corp. • Services-detective, guard & armored car services • Delaware
This Indemnification Agreement (this “Agreement”) is made as of by and between Latch, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
TS Innovation Acquisitions Corp. New York, New York 10111Securities Subscription Agreement • September 25th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • Delaware
TS Innovation Acquisitions Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by TS Innovation Acquisitions Sponsor, L.L.C., a Delaware limited liability company (“Subscriber” or “you”), to purchase 8,625,000 shares of Class B common stock of the Company, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Class A common stock of the Company, $0.0001 par value per share (“Class A Common Stock”), and one, or a portion of one, warrant to purchase one share of Class A Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2021 • TS Innovation Acquisitions Corp. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 24, 2021, by and between TS Innovation Acquisitions Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
TS Innovation Acquisitions Corp. New York, New York 10111Underwriting Agreement • October 30th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TS Innovation Acquisitions Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc. and Allen & Company LLC (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public O
Employment AgreementEmployment Agreement • August 13th, 2024 • Latch, Inc. • Wholesale-hardware • Wyoming
This Employment Agreement (this “Agreement”), dated as of August 16, 2024, (the “Effective Date”), is made by and between Latch, Inc. (“Latch”) and Jason Mitura (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and will become effective on the Effective Date.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2021 • Latch, Inc. • Services-detective, guard & armored car services • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of June 4, 2021 (the “Effective Date”) by and among:
Agreement and Plan of Merger By and Among HelloTech, Inc., Latch, Inc. and LS HT Merger Sub, Inc. Dated as of June 21, 2024Merger Agreement • June 24th, 2024 • Latch, Inc. • Wholesale-hardware • Delaware
This Agreement and Plan of Merger (as amended, restated or supplemented from time to time, this “Agreement”) is made and entered into as of June 21, 2024 (the “Agreement Date”) by and among HelloTech, Inc., a Delaware corporation (the “Company”), Latch, Inc., a Delaware corporation (“Parent”) and LS HT Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER by and among LATCH, INC., TS INNOVATION ACQUISITIONS CORP. and LIONET MERGER SUB INC. Dated as of January 24, 2021Merger Agreement • January 25th, 2021 • TS Innovation Acquisitions Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of January 24, 2021, is entered into by and among Latch, Inc., a Delaware corporation (the “Company”), TS Innovation Acquisitions Corp., a Delaware corporation (“TSIA”), and Lionet Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of TSIA (“Merger Sub” and, together with the Company and TSIA, the “Parties” and each, a “Party”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A of this Agreement.
ContractWarrant to Purchase Stock • July 15th, 2024 • Latch, Inc. • Wholesale-hardware • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH APPLICABLE LAW.
March 28, 2022Transition Agreement and General Release • May 5th, 2022 • Latch, Inc. • Wholesale-hardware • New York
This letter confirms the agreement (“Agreement”) between you and Latch Systems, Inc. (f/k/a Latch, Inc.) and its affiliates, as applicable, (the “Company” or “Latch”) concerning the terms of your transition and separation from employment and offers you certain benefits, conditioned upon your provision of a general release of claims and covenant not to sue now and upon the Separation Date (defined below) as provided herein. If you agree to the terms outlined herein, please sign and return this Agreement to me in the timeframe outlined below.
AMENDMENT TO PROMISSORY NOTESPromissory Note Amendment • April 15th, 2024 • Latch, Inc. • Wholesale-hardware
This Amendment (the “Amendment”), effective as of April 14, 2024, to those certain Promissory Notes issued by Latch, Inc., a Delaware corporation (the “Maker”), to such entities and individuals as set forth on Exhibit A hereto (collectively, the “Notes”), is entered into by and among the Maker and the parties named on the signature pages hereto (the “Noteholders”).
January 24, 2021Sponsor Agreement • January 25th, 2021 • TS Innovation Acquisitions Corp. • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among TS Innovation Acquisitions Corp., a Delaware corporation (“TSIA”), Latch, Inc., a Delaware corporation (the “Company”), and Lionet Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub shall merge with and into the Company, with the Company surviving the merger (the “Merger”, and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). This Sponsor Agreement hereby amends and restates in its entirety that certain letter, dated November 9, 2020, from TS Innovation Acquisitions Sponsor, L.L.C., a Delaware limited liability company (the “Sponsor”), and the undersigned individuals, each of whom is a member of TSIA’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), to TSIA (t
TS Innovation Acquisitions Corp. New York, New York 10111Underwriting Agreement • November 13th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among TS Innovation Acquisitions Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc. and Allen & Company LLC (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public O
Transition and Release AgreementTransition and Separation Agreement • July 10th, 2023 • Latch, Inc. • Wholesale-hardware
This Transition and Separation Agreement (“Agreement”), dated as of July 10, 2023, is made by and between Michael Brian Jones (“Executive”) and Latch, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
Employment AgreementEmployment Agreement • July 10th, 2023 • Latch, Inc. • Wholesale-hardware • Missouri
This Employment Agreement and all exhibits hereto (this “Agreement”), dated as of July 3, 2023, is made by and between Latch, Inc. (“Latch”), and David Lillis (“Employee”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”), and will become effective as of July 3, 2023 “Effective Date”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 19th, 2024 • Latch, Inc. • Wholesale-hardware
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of June 23, 2023 by and among Latch, Inc., a Delaware corporation (“Latch”), LS Key Merger Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), LS Key Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2”), and Honest Day’s Work, Inc., a Delaware corporation (“HDW”), and amends that certain Agreement and Plan of Merger, dated as of May 15, 2023 (the “Merger Agreement”), by and among Latch, Merger Sub 1, Merger Sub 2 and HDW (each, a “party” and collectively, the “parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
Separation and Transition Agreement and ReleaseSeparation and Transition Agreement • November 27th, 2024 • Latch, Inc. • Wholesale-hardware
This Separation and Transition Agreement and Release (“Agreement”) is made by and between Jason Mitura (“Executive”) and Latch Systems, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
TS Innovation Acquisitions Corp. c/o Tishman Speyer New York, New York 10111Administrative Services Agreement • October 30th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among TS Innovation Acquisitions Corp. (the “Company”) and TS Innovation Acquisitions Sponsor, L.L.C. (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AGREEMENT AND PLAN OF MERGER BY AND AMONG LATCH, INC., LS KEY MERGER SUB 1, INC., LS KEY MERGER SUB 2, LLC, AND HONEST DAY’S WORK, INC. DATED AS OF MAY 15, 2023Merger Agreement • May 16th, 2023 • Latch, Inc. • Wholesale-hardware • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 15, 2023, is made by and among Latch, Inc., a Delaware corporation (“Latch”), LS Key Merger Sub 1, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Latch (“Merger Sub 1”), LS Key Merger Sub 2, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Latch (“Merger Sub 2”), and Honest Day’s Work, Inc., a Delaware corporation (“HDW”) (each, a “party” and, together, the “parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2023 • Latch, Inc. • Wholesale-hardware • Delaware
WHEREAS, the Company, LS Key Merger Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), LS Key Merger Sub 2, LLC, a Delaware limited liability company (“Merger Sub 2”), and Honest Day’s Work, Inc., a Delaware corporation (“HDW”), are party to that certain Agreement and Plan of Merger, dated as of May 15, 2023 (the “Merger Agreement”), pursuant to which (i) Merger Sub 1 will be merged with and into HDW (the “First Merger”), with HDW surviving the First Merger as a wholly owned subsidiary of Latch (HDW as the survivor of such merger, the “Surviving Corporation”), and (ii) thereafter, as part of the same overall transaction, the Surviving Corporation will merge with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 being the surviving company of the Second Merger;
INTERIM CHIEF FINANCIAL OFFICER SEVERANCE BENEFITS AGREEMENTSeverance Benefits Agreement • December 5th, 2022 • Latch, Inc. • Wholesale-hardware • New York
This Severance Benefits Agreement (this “Agreement”), dated as of December 2, 2022 (the “Effective Date”), is made by and between Latch Systems, Inc. (the “Company”), and Barry Schaeffer (“Executive”) (collectively referred to herein as the “Parties” or individually referred to as a “Party”).
Re: Amended and Restated Agreement for Interim Management ServicesAgreement for Interim Management Services • December 19th, 2024 • Latch, Inc. • Wholesale-hardware • New York
This letter (the “Agreement”) amends, restates and replaces, in its entirely, the Initial Agreement. For the avoidance of doubt, any fees and expenses due and owing under the Initial Agreement remain valid and payable and are governed by separate agreements; provided, however, that the fees payable to APS based on hours spent by Jason Keyes and Marc Landy for Interim Management Services shall be payable in accordance with this Agreement.
Separation Agreement and ReleaseSeparation Agreement and Release • January 11th, 2023 • Latch, Inc. • Wholesale-hardware
This Separation Agreement and Release (“Agreement”), dated as of January 11, 2023 (the “Effective Date”) is made by and between Luke Schoenfelder (“Executive”) and Latch, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).
LATCH, INC. COMMON STOCK RESTRICTION AGREEMENTCommon Stock Restriction Agreement • May 16th, 2023 • Latch, Inc. • Wholesale-hardware • Delaware
This COMMON STOCK RESTRICTION AGREEMENT (this “Agreement”) is dated as of May 15, 2023 (the “Effective Date”), and is between Latch, Inc., a Delaware corporation (the “Company”) and Jamie Siminoff (“Stockholder”).
COMPANY HOLDERS SUPPORT AGREEMENTCompany Holders Support Agreement • January 25th, 2021 • TS Innovation Acquisitions Corp. • Blank checks • Delaware
This Company Holders Support Agreement (this “Agreement”), dated as of January 24, 2021, is entered into by and among TS Innovation Acquisitions Corp., a Delaware corporation (“TSIA”), Latch, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”, and TSIA, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement.
TS Innovation Acquisitions Corp. c/o Tishman Speyer New York, New York 10111Administrative Services Agreement • November 13th, 2020 • TS Innovation Acquisitions Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among TS Innovation Acquisitions Corp. (the “Company”) and TS Innovation Acquisitions Sponsor, L.L.C. (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
HELLOTECH, INC. LATCH, INC. LATCH SYSTEMS, INC. CUSTOMERS BANK AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 15th, 2024 • Latch, Inc. • Wholesale-hardware • New York
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 15, 2024, by and among CUSTOMERS BANK (“Bank”), HELLOTECH, INC. (“HelloTech”), LATCH, INC. (“Latch”), and LATCH SYSTEMS, INC. (“Latch Systems” and collectively with HelloTech and Latch, “Borrowers” and each a “Borrower”).
Separation Agreement and ReleaseSeparation Agreement • February 2nd, 2023 • Latch, Inc. • Wholesale-hardware
This Separation Agreement and Release (“Agreement”), dated as of January 27, 2023, is made by and between Barry Schaeffer (“Executive”) and Latch Systems, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Severance Agreement (as defined below).
