Exhibit 10.1


 


FORM OF LOCK-UP AGREEMENT


 


THIS
LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of April 21, 2021 by and among (i) Fifth
Wall Acquisition Corp. I, a Delaware corporation (together with its successors, “Parent”), (ii) SmartRent.com, Inc.,
a Delaware corporation (the “Company”), and (iii) the undersigned (“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).


 


WHEREAS,
Parent, Einstein Merger Corp. I, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”),
and the Company contemporaneously entered into that certain Merger Agreement, as of the date first set forth above (as amended from time
to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which, among other matters, upon
the consummation of the transactions contemplated thereby (the “Closing”), Merger Sub will merge with and into the
Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Parent (the “Merger”),
and as a result of which all of the issued and outstanding capital stock of the Company immediately prior to the Closing shall no longer
be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for the right to receive newly issued Parent
Class A Common Stock, all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the
applicable provisions of the DGCL;


 


WHEREAS, as of the date hereof,
Holder is a holder of equity securities of the Company in such amounts and classes or series as set forth underneath Holder’s name
on the signature page hereto; and


 


WHEREAS,
pursuant to the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties desire to enter into this Agreement, pursuant to which the Parent Class A Common Stock to be received by Holder as Closing
Merger Consideration (all such Closing Merger Consideration, together with any securities paid as dividends or distributions with respect
to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become
subject to limitations on disposition as set forth herein.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and intending to be legally bound hereby, the parties hereby agree as follows:


 


1.            Lock-up
Provisions.


 


(a)            Holder
hereby agrees not to Transfer any Restricted Securities from and after the Closing and until the earlier of (i) the six (6) month
anniversary of the date of the Closing and (ii) the date after the Closing on which Parent completes a liquidation, merger, capital
stock exchange, reorganization or other similar transaction that results in all of Parent’s stockholders having the right to exchange
their equity holdings in Parent for cash, securities or other property (clause (ii), a “Liquidity Event”, and
such period, the “Lock-up Period”), provided that the foregoing restrictions shall not apply to the Transfer
of any or all of the Restricted Securities owned by Holder made in respect of a Permitted Transfer (as defined below); provided,
further, that in any of case of a Permitted Transfer, it shall be a condition to such Transfer that the transferee executes and
delivers to Parent and the Company an agreement, in substantially the same form of this Agreement, stating that the transferee is receiving
and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further
Transfer of such Restricted Securities except in accordance with this Agreement. As used herein, “Transfer” shall mean
(A) the sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, hedge, 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 SEC 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,
including the filing of a registration statement, specified in clause (A) or (B). As used in this Agreement, the term “Permitted
Transfer” shall mean a Transfer made: (1) in the case of Holder being an individual, by gift to a member of one of the
individual’s immediate family, an estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s
immediate family, an affiliate of such person or to a charitable organization; (2) in the case of Holder being an individual, by
virtue of laws of descent and distribution upon death of Holder; (3) in the case of Holder being an individual, pursuant to a qualified
domestic relations order; (4) by distributions from Holder to its members, partners, or shareholders; (5) by virtue of applicable
law or the Holder’s organizational documents upon liquidation or dissolution of Holder; (6) to any Affiliates of the Holder,
or (7) to any employees, officers, directors or members of the Holder or any Affiliates of Holder.


 






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(b)          If
any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio,
and Parent shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose.


 


(c)          During
the Lock-up Period, stop transfer orders shall be placed against the Restricted Securities and each certificate or book entry position
statement evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form,
in addition to any other applicable legends:


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF APRIL 21, 2021, BY AND AMONG
THE ISSUER OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN AND CERTAIN OTHER PARTIES
NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN
REQUEST.”


 


(d)          For
the avoidance of any doubt, (i) Holder shall retain all of its rights as a stockholder of Parent during the Lock-up Period, including
the right to vote, and to receive any dividends and distributions in respect of, any Restricted Securities, and (ii) the restrictions
contained in Section 1(a) shall not apply to any Parent Class A Common Stock or other securities of Parent acquired
by Holder in open market transactions or in any public or private capital raising transactions of Parent or otherwise to any Parent Class A
Common Stock (or other securities of Parent) other than the Restricted Securities.


 


2.            Miscellaneous.


 


(a)          Termination
of Merger Agreement. Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated
in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically
terminate and be of no further force or effect.


 


(b)          Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective permitted successors and assigns. This Agreement and all obligations of Holder are personal to Holder and
may not be transferred or delegated by Holder at any time without the prior written consent of Parent and the Company. Each of Parent
and the Company may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether
by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder.


 






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(c)            Third
Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not
a party hereto or thereto or a successor or permitted assign of such a party.


 


(d)            Governing
Law; Jurisdiction; Waiver of Jury Trial; Remedies. This Agreement and all related Actions shall be governed by and construed in accordance
with the internal Laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State
of Delaware. THE PARTIES HERETO EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES HERETO EACH HEREBY AGREE AND CONSENT THAT ANY SUCH
CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES HERETO MAY FILE AN
ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY. The parties hereto expressly incorporate by reference Section 8.8 (Jurisdiction) of the Merger Agreement
and, subject to Section 2(i) hereof, Section 8.9 (Specific Enforcement) of the Merger Agreement to apply to this
Agreement mutatis mutandis, with references to the Merger Agreement therein deemed to reference this Agreement and references to the “Parties”
thereunder deemed to reference the parties hereto.


 


(e)            Severability.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable
Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other
provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this
Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


(f)            Construction;
Interpretation. The headings set forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning
or interpretation of this Agreement. No party hereto, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes
of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly
for or against any such party. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,”
 “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, and not to any particular section,
subsection, paragraph, subparagraph or clause set forth in this Agreement; (ii) masculine gender shall also include the feminine
and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the
words “include,” “includes” or “including” shall be deemed to be followed by the words “without
limitation”; (v) references to “$” or “dollar” or “US$” shall be references to United States
dollars; (vi) the word “or” is disjunctive but not necessarily exclusive; (vii) the words “writing”,
 “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media)
in a visible form; (viii) the word “extent” in the phrase “to the extent” means the degree to which a subject
or other thing extends, and such phrase shall not mean simply “if”; (ix) all references to Articles or Sections are to
Articles or Sections of this Agreement; and (x) all references to any Law will be to such Law as amended, supplemented or otherwise
modified from time to time. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. Consequently,
in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
provision of this Agreement.


 






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(g)            Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given) when delivered in person, when delivered by e-mail (having obtained electronic delivery confirmation thereof),
or when sent by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other parties hereto
as follows:


 


	
    If to Parent prior to the Closing, to:

     

    Fifth Wall Acquisition Corp. I

    6060 Center Drive, 10th Floor

    Los Angeles, CA 90045

    Attn: Brendan Wallace, Chief Executive Officer

    E-mail: brendan@fifthwall.com
	
    With a copy (which will not constitute notice) to:

     

    Gibson, Dunn & Crutcher LLP

    200 Park Avenue

    New York, New York 10166-0193

    Attn:      Eduardo Gallardo

    Evan M. D’Amico

    Christopher D.
    Dillon

    Email:     egallardo@gibsondunn.com

    edamico@gibsondunn.com

    cdillon@gibsondunn.com

	
    If to the Company prior to the Closing, to:

     

    SmartRent.com, Inc.

    18835 N. Thompson Peak Parkway

    Scottsdale, AZ 85255

    Attn: Lucas Haldeman

    E-mail: lucas@smartrent.com
	
    With a copy (which shall not constitute notice) to:

     

    DLA Piper LLP

    2525 East Camelback Road

    Esplanade II, Suite 1000

    Phoenix, AZ 85016

    Attn:      David Lewis

    Kevin Criddle

    Email:     david.lewis@dlapiper.com

    kevin.criddle@dlapiper.com

	
    If to Parent or the Company after the Closing, to:

     

    SmartRent, Inc.

    18835 N. Thompson Peak Parkway

    Scottsdale, AZ 85255

    Attn: Lucas Haldeman

    E-mail: lucas@smartrent.com
	
    With a copy (which shall not constitute notice) to:

     

    DLA Piper LLP

    2525 East Camelback Road

    Esplanade II, Suite 1000

    Phoenix, AZ 85016

    Attn:      David Lewis

    Kevin Criddle

    Email:     david.lewis@dlapiper.com

    kevin.criddle@dlapiper.com

	If to Holder, to:  the address set forth below Holder’s name on the signature page to this Agreement.


 






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(h)            Amendments
and Waivers. This Agreement may be amended or modified only with the written consent of Parent, the Company and Holder. The observance
of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively)
only with the written consent of the party against whom enforcement of such waiver is sought. No failure or delay by a party in exercising
any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement,
in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.
Parent and the Company hereby represent, warrant, covenant and agree that (i) if any Lock-Up Agreement signed by a stockholder of
the Company in connection with the transactions contemplated hereby is amended, modified or waived in a manner favorable to such stockholder
and that would be favorable to Holder, this Agreement shall be contemporaneously amended in the same manner and Parent shall provide prompt
notice thereof to Holder, and (ii) if any such stockholder is released from any or all of the lock-up restrictions under its Lock-Up
Agreement, Holder will be similarly and contemporaneously released from the lock-up restrictions hereunder (which, for the avoidance,
of doubt will include a release of the same percentage of Holder’s Restricted Securities) and Parent shall provide prompt notice
thereof to Holder.


 


(i)            Authorization
on Behalf of Parent. In the event that Holder or Holder’s Affiliate serves as a director, officer, employee or other authorized
agent of Parent or any of its current or future Affiliates, Holder and/or Holder’s Affiliate shall have no authority, express or
implied, to act or make any determination on behalf of Parent or any of its current or future Affiliates in connection with this Agreement
or any dispute or Action with respect hereto.


 


(j)            Specific
Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of
a breach of this Agreement by Holder, money damages will be inadequate and Parent and the Company will have no adequate remedy at law,
and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder
in accordance with their specific terms or were otherwise breached. Accordingly, each of Parent and the Company shall be entitled to an
injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof,
without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition
to any other right or remedy to which such party may be entitled under this Agreement, at law or in equity.


 


(k)            Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject
matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly
canceled; provided that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties
under the Merger Agreement or any Ancillary Agreements. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the
rights or remedies of Parent and the Company or any of the obligations of Holder under any other agreement between Holder and Parent or
the Company or any certificate or instrument executed by Holder in favor of Parent or the Company, and nothing in any other agreement,
certificate or instrument shall limit any of the rights or remedies of Parent or the Company or any of the obligations of Holder under
this Agreement.


 






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(l)            Further
Assurances. From time to time, at another party’s written request and without further consideration (but at the requesting party’s
reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be
reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(m)          Counterparts;
Electronic Signatures.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same agreement. The words “execution,” “signed,” “signature,”
and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include
images of manually executed signatures transmitted by facsimile or other electronic format (including, “pdf”, “tif”
or “jpg”) and other electronic signatures (including, DocuSign and AdobeSign). The use of electronic signatures and electronic
records (including, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall
be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system
to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
Delaware Uniform Electronic Transactions Act and any other applicable law. Minor variations in the form of the signature page, including
footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining the party’s intent
or the effectiveness of such signature.


 


* * * * *


 






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IN
WITNESS WHEREOF, each of the parties has caused this Lock-up Agreement to be duly executed on its behalf as of the day and
year first above written.


 


	 	Fifth Wall Acquisition Corp. I
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	 	SmartRent.com, Inc.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	                  



 


[Signature
Page to Lock-up Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, each of the parties has caused this Lock-up Agreement to be duly executed on its behalf as of the day and
year first above written.


 


	Holder:	 



 


	Name of Holder:	 	 


 


	By:		 
	Name:		 
	Title:		 


 


	Number and Type of the Company Securities:	 



 


	Company Common Stock:	 	 



 


	Company Preferred Stock:	 	 



 


	Company Warrants: 	 	 



 


	Company Stock Options (Vested and Unvested):	 	 


 


	Address for Notice:	 	 



 


	Address:	 	 






	 	 
	 	 






	Facsimile No:	 	 






	Telephone No:	 	 






	Email: 	 	 


 


[Signature Page to Lock-up Agreement]