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;
