AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Company, Einstein Merger Corp. I, a Delaware corporation (Merger Sub), and SmartRent Technologies, Inc., a Delaware corporation (Legacy SmartRent), are parties to that certain Merger Agreement, dated as of April 21, 2021 (the Merger Agreement), pursuant to which, on the Effective Date, Merger Sub merged with and into Legacy SmartRent (the Merger), with Legacy SmartRent surviving the Merger as a wholly owned subsidiary of the Company;
WHEREAS, the Legacy SmartRent Equityholders are receiving shares of Common Stock (as defined below) (the Merger Shares) on or about the Effective Date, pursuant to the Merger Agreement;
WHEREAS, the Sponsor Equityholders held an aggregate of 8,625,000 of Class B common stock of the Company, par value $0.0001 per share, immediately prior to the consummation of the Merger, which, upon the consummation of the Merger, have automatically been converted into 8,625,000 shares of Common Stock (the Sponsor Shares);
WHEREAS, Fifth Wall Acquisition Sponsor, LLC, a Delaware limited liability company (the Sponsor), acquired 1,047,500 shares of Common Stock (the Private Placement Shares) pursuant to the terms of that certain Private Placement Share Purchase Agreement, dated as of February 4, 2021 (the Private Placement Share Purchase Agreement);
WHEREAS, the Company, the Sponsor, and the parties listed under Holder on the signature page thereto, are parties to that certain Registration and Stockholder Rights Agreement, dated as of February 4, 2021 (the Prior Agreement); and
WHEREAS, in connection with the consummation of the Merger, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety as set forth herein, and the parties hereto desire to enter into this Agreement pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.