Fifth Wall Acquisition Corp. II February 19, 2021 Fifth Wall Acquisition Sponsor II, LLC RE: Securities Subscription Agreement Gentlemen:Securities Subscription Agreement • March 17th, 2021 • Fifth Wall Acquisition Corp. II • 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:
