INDEMNITY AGREEMENTIndemnity 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”).
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”).
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.
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”).
TS Innovation Acquisitions Corp. New York, New York 10111TS Innovation Acquisitions Corp. • September 25th, 2020 • 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”).
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 10111Letter 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
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:
Employment AgreementEmployment Agreement • May 16th, 2023 • Latch, Inc. • Wholesale-hardware • California
Agreement and Plan of Merger By and Among HelloTech, Inc., Latch, Inc. and LS HT Merger Sub, Inc. Dated as of June 21, 2024Agreement and Plan of Merger • 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, 2021Agreement and Plan of Merger • 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.
March 28, 2022Employment Agreement • 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 Notes • 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, 2021Merger 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 10111Letter 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 Release 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”).
TS Innovation Acquisitions Corp. c/o Tishman Speyer New York, New York 10111Letter 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, 2023Agreement and Plan of Merger • 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 AGREEMENTSeparation Agreement and Release • 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”).
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 10111Letter 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”):
Separation Agreement and ReleaseSeparation Agreement and Release • 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).
