Exhibit 10.4


 


[•],
2021


 





Fifth Wall Acquisition Corp. II

6060 Center Drive 10th Floor

Los Angeles, California 90045


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


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 Capital Market.
Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Fifth Wall Acquisition Sponsor II, LLC (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each of the
undersigned individuals, an “Insider” and collectively, the “Insiders”), hereby agrees with the
Company as follows:


 


		1.	The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Common Stock (as defined below) owned by it,
him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in
connection with such stockholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender
offer, the Sponsor and each Insider agrees that it, he or she will not sell or tender any shares of Common Stock owned by it, him or her
in connection therewith.



 






     

     


    

 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company
fails to consummate a Business Combination within 24 months from the closing of the Public Offering, or such later period approved by
the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (as it may be
amended from time to time, the “Charter”), the Sponsor and each Insider shall take all reasonable steps
to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem 100% of the shares of Class A Common Stock sold in the Public Offering (the
 “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account (as defined below), including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ (as defined below) rights
as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors,
liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors
and other requirements of applicable law. The Sponsor and each Insider agrees to not propose any amendment to the Charter to modify the
substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business
Combination within the required time period set forth in the Charter or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, unless the Company provides its Public Stockholders with the opportunity to redeem
their Offering Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its taxes, divided by the number of then outstanding Offering Shares.



 


			The Sponsor and each Insider acknowledges that it, he or she
has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as
a result of any liquidation of the Company with respect to the Founder Shares (as defined below) held by it, him or her. The Sponsor
and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights
it, he or she may have in connection with (A) the consummation of a Business Combination, including, without limitation, any such
rights available in the context of a stockholder vote to approve such Business Combination, or (B) a stockholder vote to approve
an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares
if the Company has not consummated a Business Combination within the time period set forth in the Charter or with respect to any other
material provisions relating to stockholders’ rights or pre-initial business combination activity or in the context of a tender
offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates shall be entitled
to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business
Combination within the time period set forth in the Charter).



 






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		3.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the
Commission promulgated thereunder, with respect to, any shares of Common Stock (including, but not limited to, Founder Shares) or any
securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any shares
of Common Stock (including, but not limited to, Founder Shares) or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash
or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii); provided,
however, that the foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder
Shares to any current or future independent director of the company (as long as such current or future independent director transferee
is subject to this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable
to directors and officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered
as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Each
of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions
set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by press release through
a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted shall
only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply
if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be
bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the
time of the transfer. Notwithstanding the foregoing, nothing in this Section 3 will prohibit (1) the issuance and sale of Private
Placement Shares (as defined below), (2) the issuance and sale of any Shares in the Public Offering, including any Shares issued
and sold to cover over-allotments, if any, (3) the registration with the SEC pursuant to an agreement to be entered into concurrently
with the execution of this Agreement, the resale of the Private Placement Shares and the Founder Shares and (4) issuance of securities
in connection with a Business Combination.



 






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		4.	In the event of the liquidation of the Trust Account upon the failure of
the Company to consummate its initial Business Combination within the time period set forth in the Charter, the Sponsor (the “Indemnitor”)
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation,
whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services
rendered or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written
letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary
to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of
(i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the
liquidation of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value
of the trust assets, less taxes payable, (y) shall not apply to any claims by a third party or a Target which executed a waiver of
any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to
any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory
to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company
in writing that it shall undertake such defense.



 


		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 2,250,000 Shares within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to 562,500 multiplied by a fraction, (i) the numerator of which is 2,250,000 minus the number
of Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 2,250,000.
The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the
Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A Common Stock
after the Public Offering (not including the Private Placement Shares (as defined below)). The Sponsor further agrees that to the extent
that the size of the Public Offering is increased or decreased, the Company will purchase or sell Shares or effect a share repurchase
or share capitalization, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the
ownership of the Initial Stockholders prior to the Public Offering at 20.0% of its issued and outstanding Capital Shares upon the consummation
of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, then (A) the references
to 2,250,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal
to 15% of the number of Public Shares issued in the Public Offering and (B) the reference to 562,500 in the formula set forth in
the first sentence of this paragraph shall be adjusted to such number of Founder Shares that the Sponsor would have to surrender to the
Company in order for the Initial Stockholders to hold an aggregate of 20.0% of the Company’s issued and outstanding shares of Class A
Common Stock after the Public Offering (not including Private Placement Shares).



 






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		6.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), and 7(b),
as applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.



 


 7.                             (a)              The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any shares of Class A Common Stock issuable upon conversion thereof) until the earliest of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business Combination, (x) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their Class A Common Stock for cash, securities or other property or (y) if the closing price of the Company’s shares of Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination. (the “Founder Shares Lock-up Period”).




 


(b)             The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Shares, until 30 days after the completion
of a Business Combination (the “Private Placement Shares Lock-up Period”, together with the Founder Shares
Lock-up Period, the “Lock-up Periods”).


 


(c)             Notwithstanding
the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Shares or the Founder Shares
that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors,
to the Sponsor, any members or partners of the Sponsor or their affiliates, or any affiliates of the Sponsor; (b) in the case of
an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of
such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an
individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement
or similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at
which the securities were originally purchased; (f) by virtue of the laws of the State of Delaware or the Sponsor’s limited
liability company agreement upon dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with
the consummation of a Business Combination; (h) in the event of the Company’s liquidation prior to the consummation of a Business
Combination; or (i) in the event of the Company’s liquidation, merger, capital stock exchange or other similar transaction
which results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash,
securities or other property subsequent to the Company’s completion of an initial Business Combination; provided, however,
that in the case of clauses (a) through (f), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating
to voting, the Trust Account and liquidating distributions).


 






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		8.	The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is
true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor
and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently
a defendant in any such criminal proceeding.



 


		9.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any affiliate of the Sponsor or any officer, nor any
director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash payments, monies
in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate,
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the
following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; reimbursement for any reasonable out-of-pocket
expenses related to identifying, investigating, negotiating and completing an initial Business Combination, and repayment of loans, if
any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or an affiliate of the Sponsor or any
of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business Combination,
provided, that, if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the
Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such
repayment. Up to $1,500,000 of such loans may be convertible into shares at a price of $10.00 per share at the option of the lender. Such
shares would be identical to the Private Placement Shares.



 






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		10.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable,
to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as
an officer and/or director of the Company.



 


		11.	As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Common
Stock” shall mean the Class A common stock and Class B common stock; (iii) “Founder Shares”
shall mean the 4,312,500 shares of Class B common stock issued and outstanding (up to 562,500 Shares of which are subject to complete
or partial forfeiture if the over-allotment option is not exercised by the Underwriters); (iv) “Initial Stockholders”
shall mean the Sponsor and any Insider that holds Founder Shares; (v) “Private Placement Shares” shall
mean the up to 655,000 shares (or up to 700,000 shares if the over-allotment option is exercised in full) that the Sponsor has agreed
to purchase for an aggregate purchase price of $6,550,000 (or $7,000,000 if the over-allotment option is exercised in full), or $10.00
per Share, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
Stockholders” shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Shares
shall be deposited; (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect
to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise,
or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (ix) “Shares”
shall mean the Private Placement Shares and public shares.



 






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		12.	Subject to the terms and conditions of this paragraph 12, if, in connection with or prior to the closing of the initial Business Combination,
the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into, exchangeable or exercisable
for equity securities other than Excluded Securities (as defined below) (such securities, “New Equity Securities”), the Company
shall first make an offer of the New Equity Securities to LEN X, LLC (“Prospective Purchaser”), a member of the Sponsor, in
accordance with the following provisions of this paragraph 12 (the “Right of First Offer”):



 


(a)          Offer
Notice.


 


i.            The
Company shall give written notice (the “Offering Notice”) to the Prospective Purchaser stating its bona fide intention to
offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the
price, pursuant to which the Company proposes to offer the New Equity Securities.


 


ii.            The
Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Prospective Purchaser, which offer
shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).


 


(b)          Exercise
of Right of First Offer.


 


i.            Upon
receipt of the Offering Notice, the Prospective Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any
or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it
offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall
be binding upon delivery and irrevocable by the Prospective Purchaser.


 


ii.            If
the Prospective Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its
offer to purchase some but not all of the New Equity Securities, the Prospective Purchaser shall be deemed to have waived all of the Prospective
Purchaser’s rights to purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter
be free to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation
to the Prospective Purchaser pursuant to this paragraph 12 within the forty-five (45) day period thereafter (and with respect to an agreement
to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set forth in the Offering
Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities within such period, the rights
provided hereunder shall be deemed to be revoked and such New Equity Securities shall not be offered to any third party unless first re-offered
to the Prospective Purchaser in accordance with this paragraph 12.


 






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(c)            Excluded
Securities. For purposes hereof, the term “Excluded Securities” means any shares issued upon the conversion of working
capital loans to the Company to be made by the Sponsor, the Prospective Purchaser, an affiliate thereof or certain of the Company’s
officers and directors to finance transaction costs in connection with an intended initial Business Combination (up to $1,500,000 of which
may be convertible at the option of the lender into shares of the post-Business Combination entity having the same terms as the Private
Placement Shares at a price of $10.00 per share), and any securities issued by the Company as consideration to any seller in the Business
Combination or in satisfaction for any amounts owed by or claims against the Company.


 


		13.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and
each Director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage
available for any of the Company’s directors or officers.



 


		14.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent
they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.



 


		15.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor
and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		16.	Except with regard to the Right of First Refusal in paragraph 12, nothing in this Letter Agreement shall be construed to confer upon,
or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter Agreement
or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises and agreements
contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal
representatives and assigns and permitted transferees.



 


		17.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 






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		18.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		19.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City or in the State of New York, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.



 


		20.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.



 


		21.	Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party
to this Letter Agreement, and no party shall be liable or responsible for the obligations of another party, including, without limitation,
indemnification obligations and notice obligations.



 


		22.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
of the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
and closed by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	FIFTH WALL ACQUISITION SPONSOR
    II, LLC
	 	 
	 	By:	 
	 	 	Name: Brendan Wallace
	 	 	Title: Manager




 


	Acknowledged and Agreed:	 
	 	 
	FIFTH WALL ACQUISITION CORP.
    II	 
	 	 
	By:	 	 
	 	Name:  Brendan Wallace	 
	 	Title: Chief Executive Officer	 




 


[Signature
Page to Letter Agreement]