Fifth Wall Acquisition Corp. II February 19, 2021 Fifth Wall Acquisition Sponsor II, LLC RE: Securities Subscription Agreement Gentlemen:Fifth Wall Acquisition Corp. II • March 17th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 19, 2021 by and between Fifth Wall Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Fifth Wall Acquisition Corp. II, 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 4,312,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) 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:
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • April 7th, 2021 • Fifth Wall Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Fifth Wall Acquisition Corp. II, a Delaware corporation (the “Company”), Fifth Wall Acquisition Sponsor II, 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Underwriting AgreementUnderwriting Agreement • April 7th, 2021 • Fifth Wall Acquisition Corp. II • Blank checks • New York
The Company has entered into an Investment Management Trust Agreement, effective as of [•], 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.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 7th, 2021 • Fifth Wall Acquisition Corp. II • Blank checks • Delaware
This Indemnification Agreement (“Agreement”) is made as of [•], 2021 by and between Fifth Wall Acquisition Corp. II, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • April 7th, 2021 • Fifth Wall Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Fifth Wall Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 7th, 2021 • Fifth Wall Acquisition Corp. II • 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 [•], 2021, is entered into by and between among Fifth Wall Acquisition Corp. II, a Delaware corporation (the “Company”), and Fifth Wall Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
Fifth Wall Ventures Management, LLC April [•], 2021Fifth Wall Acquisition Corp. II • April 7th, 2021 • Blank checks
Fifth Wall Acquisition Corp. II 6060 Center Drive 10th Floor Los Angeles, California 90045Letter Agreement • April 7th, 2021 • Fifth Wall Acquisition Corp. II • 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. II, a Delaware corporation (the “Company”), Deutsche Bank Securities Inc. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 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 2,250,000 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 Shares listed on the Nasdaq Cap
