INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 10th, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021 by and between Fifth Wall Acquisition Corp. I, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Fifth Wall Acquisition Corp. ISecurities Subscription Agreement • February 1st, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • New York
This agreement (this “Agreement”) is entered into on December 2, 2020 by and between Fifth Wall Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Fifth Wall Acquisition Corp. I, a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,187,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) 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:
Fifth Wall Acquisition Corp. I Los Angeles, California 90045Underwriting Agreement • January 25th, 2021 • Fifth Wall Acquisition Corp. I • 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. I, a Delaware corporation (the “Company”), Goldman Sachs & Co. LLC and Deutsche Bank 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 units (including up to 3,750,000 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
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • February 10th, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among Fifth Wall Acquisition Corp. I, a Delaware corporation (the “Company”), Fifth Wall Acquisition Sponsor, LLC, 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”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • July 1st, 2021 • Fifth Wall Acquisition Corp. I • Services-computer processing & data preparation • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between SmartRent, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 25th, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Fifth Wall Acquisition Corp. I, a Delaware corporation (the “Company”), and Fifth Wall Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
SMARTRENT, INC. STOCK OPTION AGREEMENT (U.S. Participants)Stock Option Agreement • August 31st, 2021 • SmartRent, Inc. • Services-computer integrated systems design • Delaware
SmartRent, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase a number of shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the SmartRent, Inc. 2021 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”),
Fifth Wall Acquisition Corp. I 30,000,000 Shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • February 10th, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • New York
The Company has entered into an Investment Management Trust Agreement, effective as of February 4, 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.
Fifth Wall Acquisition Corp. I Los Angeles, California 90045Underwriting Agreement • February 10th, 2021 • Fifth Wall Acquisition Corp. I • 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. I, a Delaware corporation (the “Company”), Goldman Sachs & Co. LLC and Deutsche Bank 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 34,500,000 of the Company’s shares (the Shares”) of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), including up to 4,500,000 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 Company has applied to have the Sha
SMARTRENT, INC. RESTRICTED STOCK UNITS AGREEMENT (U.S. Participants)Restricted Stock Units Agreement • August 30th, 2021 • SmartRent, Inc. • Services-computer integrated systems design • Delaware
SmartRent, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the SmartRent, Inc. 2021 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • April 22nd, 2021 • Fifth Wall Acquisition Corp. I • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 21 day of April, 2021, by and between Fifth Wall Acquisition Corp. I, a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber”).
Re. Employment Agreement Dear Daryl:Employment Agreement • March 5th, 2024 • SmartRent, Inc. • Services-computer integrated systems design • Arizona
The following, when signed by you, shall constitute our agreement with respect to your employment with SmartRent, Inc. (“Company”).
CONFIDENTIAL CONSULTING AGREEMENTConfidential Consulting Agreement • July 1st, 2021 • Fifth Wall Acquisition Corp. I • Services-computer processing & data preparation • California
This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).
WARRANT AGREEMENTWarrant Agreement • January 25th, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Fifth Wall Acquisition Corp. I, 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”).
ContractStock Option Agreement • August 31st, 2021 • SmartRent, Inc. • Services-computer integrated systems design • Delaware
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 22nd, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2021 by and among (i) Fifth Wall Acquisition Corp. I, a Delaware corporation (together with its successors, “Parent”), (ii) SmartRent.com, Inc., a Delaware 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).
First Amendment to Employment Agreement between SmartRent, Inc. and Isaiah DeRose WilsonEmployment Agreement • March 5th, 2024 • SmartRent, Inc. • Services-computer integrated systems design
This First Amendment to the Executive Employment Agreement entered into between SmartRent, Inc. and Isaiah DeRose Wilson (“Executive”) is entered into effective January 1, 2024 (the “Amendment Effective Date”) by and between SmartRent, Inc. and Executive (each a “Party” and collectively the “Parties”).
SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENTCredit Agreement • December 13th, 2021 • SmartRent, Inc. • Services-computer integrated systems design • New York
THIS Credit Agreement (this “Agreement”), dated as of December 10, 2021, is entered into by and among SMARTRENT, INC. (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“SVB”), as the Issuing Lender and the Swingline Lender, SVB, as Administrative Agent and collateral agent for the Lenders, and SVB, as the lead arranger (in such capacity, the “Lead Arranger”).
MERGER AGREEMENT by and among Fifth Wall Acquisition Corp. I, EINSTEIN MERGER CORP. I and SMARTRENT.COM, INC. Dated as of April 21, 2021Merger Agreement • April 22nd, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • Delaware
This MERGER AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of April 21, 2021, by and among Fifth Wall Acquisition Corp. I, a Delaware corporation (“Parent”), Einstein Merger Corp. I, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and SmartRent.com, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.” Except as otherwise indicated, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Appendix A of this Agreement.
ContractWarrant Agreement • March 25th, 2022 • SmartRent, Inc. • Services-computer integrated systems design • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 1933 ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDER SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • February 10th, 2021 • Fifth Wall Acquisition Corp. I • 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 February 4, 2021, is entered into by and between among Fifth Wall Acquisition Corp. I, a Delaware corporation (the “Company”), and Fifth Wall Acquisition Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
November 14, 2023 Via Electronic Mail CONFIDENTIALConfidential Separation Agreement and General Release • March 5th, 2024 • SmartRent, Inc. • Services-computer integrated systems design • Arizona
This Confidential Separation Agreement and General Release (the “Agreement”) will confirm the arrangements we have discussed concerning the termination of your employment with SmartRent Technologies, Inc. (formerly SmartRent.com, Inc.) (the “Company”). The Agreement constitutes our entire understanding regarding the terms of your separation and supersedes any other agreement between you and the Company, except as otherwise provided below. Your last day of work with the Company and your employment termination date will be December 31, 2023 (the “Separation Date”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2021 • SmartRent, Inc. • Services-computer integrated systems design • Delaware
This Amended and Restated Registration Rights Agreement (this “Agreement”) is entered into as of August 24, 2021 (the “Effective Date”) by and among: SmartRent, Inc., a Delaware corporation f/k/a Fifth Wall Acquisition Corp. I, a Delaware corporation (the “Company”), the equityholders designated as Sponsor Equityholders on Schedule A hereto (collectively, the “Sponsor Equityholders”), and the equityholders designated as Legacy SmartRent Equityholders on Schedule B hereto (collectively, the “Legacy SmartRent Equityholders” and, together with the Sponsor Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.3 of this Agreement, the “Holders” and each individually a “Holder”).
AGREEMENT AND PLAN OF MERGER By and Among SMARTRENT, INC., as Buyer ATLAS MERGER CORP., as Merger Sub SIGHTPLAN HOLDINGS, INC., as the Company and Joseph Westlake, solely in his capacity as the Representative Dated as of March 21, 2022Merger Agreement • May 11th, 2022 • SmartRent, Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of March 21, 2022, by and among (a) SmartRent, Inc., a Delaware corporation (“Buyer”), (b) Atlas Merger Corp., a Delaware corporation and a wholly-owned Subsidiary of Buyer (“Merger Sub”), (c) SightPlan Holdings, Inc., a Delaware corporation (the “Company”), and (d) Joseph Westlake, solely in his capacity as the representative of the Company Securityholders (the “Representative”). Unless the context otherwise requires, each of Buyer, Merger Sub, the Company and the Representative are referred to herein individually as a “Party” and collectively, as the “Parties”.
ADI PRODUCT SALES AGREEMENTProduct Sales Agreement • August 8th, 2023 • SmartRent, Inc. • Services-computer integrated systems design • Delaware
This PRODUCT SALES AGREEMENT (this “Agreement”), dated as of August 3, 2023 (the “Effective Date”) is made by and between Ademco Inc., doing business as ADI Global Distribution (“ADI”), a Delaware corporation with an office at 275 Broadhollow Road, Melville, NY 11747 and SmartRent Technologies, Inc., (“Buyer”) a Delaware corporation, with an office at 8665 E. Hartford Drive, Scottsdale, AZ 85255.
First Amendment to Employment Agreement between SmartRent, Inc. and Lucas HaldemanEmployment Agreement • March 5th, 2024 • SmartRent, Inc. • Services-computer integrated systems design
This First Amendment to the Executive Employment Agreement entered into between SmartRent, Inc. and Lucas Haldeman (“Executive”) is entered into effective January 1, 2024 (the “Amendment Effective Date”) by and between SmartRent, Inc. and Executive (each a “Party” and collectively the “Parties”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • August 7th, 2024 • SmartRent, Inc. • Services-computer integrated systems design • Arizona
This Separation Agreement and Release (“Agreement”) is made by and between Lucas Haldeman (“Employee”) and SmartRent, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”; the direct and indirect current and former subsidiaries and affiliates of the Company, including, without limitation, SmartRent Technologies, Inc. (f/k/a SmartRent.com, Inc.), together with the Company, each individually and collectively referred to as the “Company Group”).
Fifth Wall Ventures Management, LLC March 17, 2021Management Services Agreement • May 14th, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • Delaware
SPONSOR AGREEMENTSponsor Agreement • April 22nd, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • Delaware
This SPONSOR AGREEMENT (the “Sponsor Agreement”), dated as of April 21, 2021, is entered into by and between Fifth Wall Acquisition Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Fifth Wall Acquisition Corp. I, a Delaware corporation (“Parent”), each of the undersigned individuals, each of whom is a member of Parent’s board of directors and/or management team (each, a “Holder”), and SmartRent.com, Inc., a Delaware corporation (the “Company”).
January 3, 2022 Brian Roberts Paradise Valley, AZ 85253 Re. Employment Agreement Dear Brian:Employment Agreement • March 8th, 2023 • SmartRent, Inc. • Services-computer integrated systems design
The following, when signed by you, shall constitute our agreement with respect to your employment with SmartRent, Inc. (“Company”).
SUPPORT AGREEMENTSupport Agreement • April 22nd, 2021 • Fifth Wall Acquisition Corp. I • Blank checks • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of April 21, 2021, is entered into by and among Fifth Wall Acquisition Corp. I, a Delaware corporation (“Parent”), and each of the stockholders 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).
AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • July 26th, 2021 • Fifth Wall Acquisition Corp. I • Services-computer processing & data preparation
This AMENDMENT NO. 1 TO MERGER AGREEMENT (this “Amendment”), dated as of July 23, 2021, is made by and between Fifth Wall Acquisition Corp. I, a Delaware corporation (“Parent”) and SmartRent.com, Inc., a Delaware corporation (the “Company”) (each, a “Party”, and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Merger Agreement, dated as of April 21, 2021, by and among the Parties and Einstein Merger Corp. I, a Delaware corporation and a direct wholly owned subsidiary of Parent (the “Agreement”).
ContractRestricted Stock Units Agreement • August 30th, 2021 • SmartRent, Inc. • Services-computer integrated systems design • Delaware
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AWARD AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
