Fifth Wall Acquisition Corp. III February 24, 2021 Fifth Wall Acquisition Sponsor III, LLC RE: Securities Subscription Agreement Gentlemen:Fifth Wall Acquisition Corp. III • April 16th, 2021 • Blank checks • New York
This agreement (this “Agreement”) is entered into on February 24, 2021 by and between Fifth Wall Acquisition Sponsor III, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (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 SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 28th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 24, 2021, is made and entered into by and among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 11th, 2023 • Fifth Wall Acquisition Corp. III • Blank checks • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 2023, by and between Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 28th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 24, 2021 by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Fifth Wall Acquisition Corp. III 6060 Center Drive 10th Floor Los Angeles, California 90045 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 28th, 2021 • Fifth Wall Acquisition Corp. III • 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. III, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and BofA 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 shares (the “Shares”) of Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”), including up to 3,750,000 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 Co
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
This Indemnification Agreement (“Agreement”) is made and entered into as of [•], 2021 by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
Underwriting AgreementFifth Wall Acquisition Corp. III • May 28th, 2021 • Blank checks • New York
The Company has entered into an Investment Management Trust Agreement, effective as of May 24, 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.
SUBSCRIPTION AGREEMENT December 13, 2022Subscription Agreement • January 13th, 2023 • Fifth Wall Acquisition Corp. III • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth above by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with any successor thereto, including after the Domestication (as defined below), the “Company”), and the undersigned Investor (the “Investor”), in connection with the proposed business combination (the “Transaction”) between the Company and Mobile Infrastructure Corporation, a Maryland corporation (“MIC” or the “Target”), pursuant to that certain Agreement and Plan of Merger, dated as of December 13, 2022, by and among the Company, MIC, and Queen Merger Corp. I, a Maryland corporation and wholly-owned subsidiary of the Company (“Merger Sub”) (as it may be amended from time to time, the “Transaction Agreement”). In connection with the Transaction, the Company is seeking commitments from interested investors to purchase, contingent upon, and substantially concurrently with, the closin
LOCK-UP AGREEMENTLock-Up Agreement • December 14th, 2022 • Fifth Wall Acquisition Corp. III • Blank checks • 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).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 28th, 2021 • Fifth Wall Acquisition Corp. III • 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 May 24, 2021 (the “Effective Date”), is entered into by and between among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company (the “Purchaser”).
AMENDED AND RESTATED SUPPORT AGREEMENTSupport Agreement • March 23rd, 2023 • Fifth Wall Acquisition Corp. III • Blank checks • Maryland
This AMENDED AND RESTATED SUPPORT AGREEMENT (this “Agreement”), dated as of March 23, 2023, 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).
WARRANT ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption and Amendment Agreement • August 31st, 2023 • Mobile Infrastructure Corp • Real estate • Maryland
This Warrant Assumption and Amendment Agreement (this “Agreement”) is made as of August 25, 2023 and effective as of the closing of the First Merger (as defined below), by and among Mobile Infrastructure Corporation (f/k/a “The Parking REIT, Inc.”), a Maryland Corporation (the “Company”), Fifth Wall Acquisition Corp. III, a Maryland corporation to be renamed Mobile Infrastructure Corporation upon the closing of the Mergers (as defined below) (the “Surviving PubCo”) and Color Up, LLC, a Delaware limited liability company (“Color Up”).
AMENDED AND RESTATED SPONSOR AGREEMENTSponsor Agreement • May 11th, 2023 • Fifth Wall Acquisition Corp. III • Blank checks • Maryland
This AMENDED AND RESTATED SPONSOR AGREEMENT (this “Agreement” or the “Amended and Restated Sponsor Agreement”), dated as of May 11, 2023, 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”.
Fifth Wall Acquisition Corp. III Los Angeles, California 90045Letter Agreement • May 11th, 2023 • Fifth Wall Acquisition Corp. III • Blank checks
This letter (this “Amended and Restated Letter Agreement”) amends and restates that certain letter agreement dated as of May 24, 2021 (the “Original Letter Agreement”) delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and BofA 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 shares (the “Shares”) of Class A ordinary shares, par value $0.0001 (the “Class A Ordinary Shares”), including up to 3,750,000 Shares that may be purchased to cover over-allotments, if any. The Shares were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021 by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 31st, 2023 • Mobile Infrastructure Corp • Real estate • Maryland
MOBILE INFRASTRUCTURE CORPORATION AND MOBILE INFRA OPERATING COMPANY, LLC FORM OF LTIP UNIT AWARD AGREEMENTFifth Wall Acquisition Corp. III • April 11th, 2023 • Blank checks • Maryland
In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mobile Infra Operating Company, LLC, a Delaware limited liability company (the “LLC”), hereby issues to [______] (the “Participant”), as of [______], an award (the “Award”) of LTIP Units under the Plan and pursuant to the terms of this LTIP Unit Award Agreement (this “Agreement”). The LTIP Units constitute Profits Interest Units as defined in the Plan.
Fifth Wall Ventures Management, LLC June 7, 2021Fifth Wall Acquisition Corp. III • June 8th, 2021 • Blank checks • Delaware
LIMITED LIABILITY COMPANY AGREEMENT OF MOBILE INFRA OPERATING COMPANY, LLC a Delaware limited liability company THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE...Limited Liability Company Agreement • August 31st, 2023 • Mobile Infrastructure Corp • Real estate • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF MOBILE INFRA OPERATING COMPANY, LLC, dated as of August 25, 2023, is made and entered into by and among the undersigned.
FIRST AMENDMENT TO MOBILE INFRASTRUCTURE CORPORATION AND MOBILE INFRA OPERATING PARTNERSHIP, L.P. LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • April 11th, 2023 • Fifth Wall Acquisition Corp. III • Blank checks
This First Amendment to Mobile Infrastructure Corporation and Mobile Infra Operating Partnership, L.P. LTIP Unit Award Agreement (this “Amendment”) is entered into as of [•] by and between Mobile Infra Operating Company, LLC, a Delaware limited liability company (the “LLC”) and [•] (the “Participant”, together with the LLC, the “Parties”).
SPONSOR AGREEMENTSponsor Agreement • December 14th, 2022 • Fifth Wall Acquisition Corp. III • Blank checks • 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”.
WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 31st, 2023 • Mobile Infrastructure Corp • Real estate • New York
THIS WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of August 25, 2023 by and among MOBILE INFRA OPERATING PARTNERSHIP, L.P., a Maryland limited partnership (the “Lead Borrower”), each Subsidiary Borrower (and together with Lead Borrower, individually and collectively, jointly and severally, the “Borrower”), MOBILE INFRASTRUCTURE CORPORATION, a Maryland corporation (“Parent”), and KEYBANK NATIONAL ASSOCIATION as administrative agent (the “Administrative Agent”), and the other financial institutions party hereto, as lenders (each a “Lender” and collectively, the “Lenders”).
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 31st, 2023 • Fifth Wall Acquisition Corp. III • Blank checks
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 25, 2023, by and between Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • December 14th, 2022 • Fifth Wall Acquisition Corp. III • Blank checks • 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).
August 25, 2023Mobile Infrastructure Corp • August 31st, 2023 • Real estate
AMENDED AND RESTATED WARRANT AGREEMENT MOBILE INFRASTRUCTURE CORPORATION and COLOR UP, LLC Dated as of August 29, 2023Warrant Agreement • August 31st, 2023 • Mobile Infrastructure Corp • Real estate • Maryland
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of August 29, 2023, is by and between Mobile Infrastructure Corporation, a Maryland corporation (the “Company”), and Color Up, LLC, a Delaware limited liability company (the “Purchaser”).
Fifth Wall Acquisition Corp. III 25,000,000 Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • Blank checks • New York
MOBILE INFRASTRUCTURE CORPORATION AND MOBILE INFRA OPERATING COMPANY, LLC FORM OF PERFORMANCE UNIT AWARD AGREEMENTFifth Wall Acquisition Corp. III • April 11th, 2023 • Blank checks • Maryland
In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mobile Infra Operating Company, LLC, a Delaware limited liability company (the “LLC”), hereby issues to [______] (the “Participant”), as of [______], an award (the “Award”) of Performance Units under the Plan and pursuant to the terms of this Performance Unit Award Agreement (this “Agreement”). The Performance Units constitute Profits Interest Units as defined in the Plan.
Fifth Wall Ventures Management, LLCFifth Wall Acquisition Corp. III • April 16th, 2021 • Blank checks
FIRST AMENDMENT TO MOBILE INFRASTRUCTURE CORPORATION AND MOBILE INFRA OPERATING PARTNERSHIP, L.P. PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • April 11th, 2023 • Fifth Wall Acquisition Corp. III • Blank checks
This First Amendment to Mobile Infrastructure Corporation and Mobile Infra Operating Partnership, L.P. Performance Unit Award Agreement (this “Amendment”) is entered into as of [•] by and between Mobile Infra Operating Company, LLC, a Delaware limited liability company (the “LLC”) and [•] (the “Participant”, together with the LLC, the “Parties”).
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, 2022Agreement and Plan of Merger • December 14th, 2022 • Fifth Wall Acquisition Corp. III • Blank checks • Maryland
This Agreement and Plan of Merger (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, including after the Domestication (as defined below), the “Acquiror”), (ii) QUEEN MERGER CORP. I, a Maryland corporation and wholly-owned subsidiary of the Acquiror (“Merger Sub” and together with the Acquiror, the “Acquiror Entities”), and (iii) MOBILE INFRASTRUCTURE CORPORATION, a Maryland corporation, (“MIC” or the “Company” and, together with its Subsidiaries, the “Mobile Companies”). The Acquiror, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
third AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 5th, 2024 • Mobile Infrastructure Corp • Real estate • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is dated as of March 1, 2024 by and among MOBILE INFRA OPERATING COMPANY, LLC, a Delaware limited liability company (the “Lead Borrower”), each Subsidiary Borrower (and together with Lead Borrower, individually and collectively, jointly and severally, the “Borrower”), Mobile Infrastructure Corporation, a Maryland corporation (“Parent”), and KEYBANK NATIONAL ASSOCIATION as administrative agent (the “Administrative Agent”), and the other financial institutions party hereto, as lenders (each a “Lender” and collectively, the “Lenders”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2023 • Fifth Wall Acquisition Corp. III • Blank checks • Maryland
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of March 23, 2023 (this “Amendment”), by and among (i) Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (together with its successors, including after the Domestication, the “Acquiror”), (ii) Queen Merger Corp. I, a Maryland corporation and wholly-owned subsidiary of the Acquiror (“Merger Sub”), and (iii) Mobile Infrastructure Corporation, a Maryland corporation, (“MIC” or the “Company”). The Acquiror, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 16th, 2021 • Fifth Wall Acquisition Corp. III • 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. III, a Cayman Islands exempted company (the “Company”), and Fifth Wall Acquisition Sponsor III, LLC, a Cayman Islands limited liability company (the “Purchaser”).
