Exhibit 10.3


 


SUPPORT AGREEMENT


 


This SUPPORT AGREEMENT (this
 “Agreement”), dated as of April 21, 2021, is entered into by and among Fifth Wall Acquisition Corp. I, a Delaware
corporation (“Parent”), and each of the stockholders of the Company (as defined below) set forth on Schedule A
hereto (the “Supporting Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the
respective meanings ascribed to such terms in the Merger Agreement (as defined below).


 


WHEREAS, Parent, Einstein
Merger Corp. I, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and SmartRent.com, Inc.,
a Delaware corporation (the “Company”), propose to enter into, simultaneously herewith, a Merger Agreement (the “Merger
Agreement”), a copy of which has been made available to the Supporting Holders, which provides, among other things, that, upon
the terms and subject to the conditions thereof, (a) Merger Sub will be merged with and into the Company (the “Merger”),
with the Company surviving the Merger as a wholly owned subsidiary of Parent, (b) immediately prior to, and conditioned upon, the effective
time of the Merger, the holders of Company Preferred Stock (as defined below) will effect a conversion (the “Company Preferred
Stock Conversion”) of all of the Company Preferred Stock to Company Common Stock (each as defined below), in accordance with
the terms of the Merger Agreement and Section 5.1 of the Company’s Second Amended and Restated Certificate of Incorporation (the
 “Company Charter”), and (c) shares of common stock of Parent, par value $0.0001 (“Parent Common Stock”),
shall be issued by Parent to holders of Company Common Stock (together with the holders of converted Company Preferred Stock) in consideration
thereof;


 


WHEREAS, as of the date hereof,
the Supporting Holder is the sole record owner and sole beneficial (as such term is defined in Rule 13d-3 under the Exchange Act, which
meaning shall apply for all purposes of this Agreement whenever the term “beneficial” or “beneficially” is used)
owner, and has full voting power over (a) the number of shares of Common Stock of
the Company, par value $0.00001 per share (“Company Common Stock”), set forth opposite the Supporting Holder’s
name on Schedule A under the column heading “Number of Shares of Company Common Stock” and (b) the number of shares
of (i) Series Seed Preferred Stock of the Company, par value $0.00001 per share (“Series Seed Preferred Stock”), (ii)
Series A Preferred Stock of the Company, par value $0.00001 per share (“Series A Preferred Stock”), (iii) Series B
Preferred Stock of the Company, par value $0.00001 per share (“Series B Preferred Stock”), (iv) Series B-1 Preferred
Stock of the Company, par value $0.00001 per share (“Series B-1 Preferred Stock”), (v) Series C Preferred Stock of
the Company, par value $0.00001 per share (“Series C Preferred Stock”) and (vi) Series C-1 Preferred of the Company,
par value $0.00001 per share (“Series C-1 Preferred Stock”) (collectively, “Company Preferred Stock”),
set forth opposite the Supporting Holder’s name on Schedule A under the column heading “Number of Shares of Company
Preferred Stock” (all such shares of Company Common Stock specified on Schedule A under the column heading “Number
of Shares of Company Common Stock” shall be referred to herein as the Supporting Holder’s “Subject Common Shares”,
all such shares of Company Preferred Stock specified on Schedule A under the column heading “Number of Shares of Company
Preferred Stock” shall be referred to herein as the Supporting Holder’s “Subject Preferred Shares,” and
the Supporting Holder’s Subject Common Shares and Subject Preferred Shares and any other shares of Company Common Stock or Company
Preferred Stock the Supporting Holder may hereafter acquire prior to the termination of this Agreement pursuant to Section 5.2
shall be referred to herein collectively as the Supporting Holder’s “Subject Shares”); and


 


WHEREAS, as a condition to
Parent’s willingness to enter into the Merger Agreement, and as an inducement and in consideration for Parent to enter into the
Merger Agreement, the Supporting Holders have agreed to enter into this Agreement.


 


NOW, THEREFORE, in
consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, do hereby agree as follows:


 






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Article
I 

AGREEMENT TO VOTE SUBJECT SHARES


 


1.1              
Voting of Subject Shares. Each Supporting Holder holding Subject Shares hereby irrevocably and unconditionally agrees
that, as promptly as practicable and in any event not later than five (5) Business Days after the Form S-4 is declared effective by the
SEC, the Supporting Holders shall deliver to Parent and the Company a written consent in the form attached hereto as Exhibit A (the “Written
Consent”) voting all of the Subject Shares in favor of the adoption of the Merger Agreement and the approval of the transactions
contemplated by the Merger Agreement (including the Merger and the Company Preferred Stock Conversion). The Supporting Holders covenant
and agree that, prior to the termination of this Agreement, the Supporting Holders will at any meeting of the stockholders of the Company
(and at any adjournment or postponement thereof), however called, and in any written actions by consent of the stockholders of the Company
(whenever presented), cause the Subject Shares to be voted (including via proxy) (a) in favor of the Merger and the transactions contemplated
by the Merger Agreement (including the Company Preferred Stock Conversion), including (i) with respect to the approval of the Merger and
Merger Agreement, the affirmative vote of (A) the Supporting Holders holding Company Common Stock and Company Preferred Stock (on an as
converted to Company Common Stock basis) voting as a single class, (B) the Supporting Holders holding Series B Preferred Stock and Series
B-1 Preferred Stock (in each case, on an as converted to Company Common Stock basis) voting as a single class (the “Series B
Class”) and (C) the Supporting Holders holding Series C Preferred Stock and Series C-1 Preferred Stock (in each case, on an
as converted to Company Common Stock basis) voting as a single class (the “Series C Class”), and (ii) with respect
to the approval of the Company Preferred Stock Conversion, the affirmative vote of (1) the Series B Class and (2) the Series C Class,
and any action in furtherance of any of the foregoing, (b) in favor of any proposal to adjourn a meeting of the stockholders at which
there is a proposal to adopt the Merger Agreement if there are not sufficient votes to adopt the proposals described in clause (a) above
or if there are not sufficient shares of Company Common Stock and Company Preferred Stock present in person or represented by proxy to
constitute a quorum, (c) against any proposal, offer, or submission with respect to a competing transaction described in Section 4.3 (Exclusivity)
of the Merger Agreement (“Company Competing Transaction”) or the adoption of any agreement to enter into a Company
Competing Transaction, (d) except with respect to any Adverse Amendment, in any other circumstances upon which a consent or other approval
is required under the Company Charter or otherwise sought with respect to the Merger Agreement (including the Merger and the Company Preferred
Stock Conversion), to vote, consent or approve (or cause to be voted, consented or approved) all of such Support Holder’s Subject
Shares held at such time in favor thereof, (e) against and withhold consent with respect to any merger, purchase of all or substantially
all of the Company’s assets or other business combination transaction (other than the Merger Agreement), and (f) against any proposal,
action or agreement that would impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement, the Merger
or the Company Preferred Stock Conversion.


 


1.2              
Consent to the Company Preferred Stock Conversion.


 


(a)               
Conversion Consent:


 


(i)                 Each
Supporting Holder (to the extent such Supporting Holder holds Series B Preferred Stock and/or Series B-1 Preferred Stock) (such
Supporting Holder, a “Series B Holder”), hereby irrevocably consents to and approves the Company Preferred Stock
Conversion in its capacity as a holder of Series B Preferred Stock and/or Series B-1 Preferred Stock on the terms and subject to the
conditions set forth in the Merger Agreement and the Company Charter. Each Series B Holder acknowledges that it has been informed by
the Company that the consent of the Series B Holder pursuant to this Section 1.2(a)(i), together with the consent of the
other Series B Holders, constitutes the consent of the majority of the issued and outstanding Series B Preferred Stock and Series
B-1 Preferred Stock (in each case, on an as converted to Company Common Stock basis) voting as a single class, as set forth in Schedule
A hereto.


 



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(ii)              
Each Supporting Holder (to the extent such Supporting Holder holds Series C Preferred Stock and Series C-1 Preferred Stock)
(such Supporting Holder, a “Series C Holder”), hereby irrevocably consents to and approves the Company Preferred Stock
Conversion in its capacity as a holder of Series C Preferred Stock and/or Series C-1 Preferred Stock on the terms and subject to the conditions
set forth in the Merger Agreement and the Company Charter. Each Series C Holder acknowledges that it has been informed by the Company
that the consent of the Series C Holder pursuant to this Section 1.2(a)(ii), together with the consent of the other Series C Holders,
constitutes the consent of the majority of the issued and outstanding Series C Preferred Stock and Series C-1 Preferred Stock (in each
case, on an as converted to Company Common Stock basis) voting as a single class, as set forth in Schedule A hereto.


 


1.3              
No Inconsistent Agreements. The Supporting Holder shall not enter into any commitment, agreement, understanding, or similar
arrangement to vote or give voting instructions or express consent or dissent in writing in any manner inconsistent with the terms of
this Article I.


 


Article
II 

REPRESENTATIONS AND WARRANTIES OF THE SUPPORTING HOLDER


 


Each Supporting Holder represents
and warrants to Parent that:


 


2.1              
Authorization; Binding Agreement.


 


(a)               
The Supporting Holder, if not a natural person, is duly organized, validly existing and in good standing (where such concept
is recognized) under the Laws of the jurisdiction in which it is incorporated or constituted. The Supporting Holder has full legal capacity
and power, right and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions
contemplated hereby.


 


(b)               
This Agreement has been duly and validly executed and delivered by the Supporting Holder and, assuming the due authorization,
execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Supporting Holder, enforceable against the
Supporting Holder in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general applicability affecting or relating to creditors’ rights generally
and (ii) is subject to general principles of equity (the “Enforceability Limitations”).


 


2.2               Non-Contravention.
Neither the execution and delivery of this Agreement by the Supporting Holder nor performance by the Supporting Holder of the
obligations herein nor the compliance by the Supporting Holder with any provisions herein will (a) if not a natural person,
violate the certificate or articles of incorporation, bylaws or other governing documents of the Supporting Holder, (b) require
any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person
on the part of the Supporting Holder, except as provided in the (i) Company Charter, or (ii) the Bylaws of the Company
(collectively, the “Company Governing Documents”), (c) result (or, with the giving of notice, the passage of
time or otherwise, would result) in the creation or imposition of any Encumbrance (as defined below) on the Subject Shares, other
than any Permitted Encumbrance (as defined below), or (d) violate any Law applicable to the Supporting Holder or by which any
of the Supporting Holder’s Subject Shares are bound, except, in the case of each of clauses (c) and (d), as would not
reasonably be expected to materially impair the Supporting Holder’s ability to perform its obligations hereunder.


 






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2.3              
Ownership of Shares; Total Shares. As of the date hereof, the Supporting Holder is the record and beneficial owner of all
of the Subject Shares set forth on Schedule A opposite such Supporting Holder’s name and has good and marketable title to all of
such Subject Shares, free and clear of any encumbrances, security interests, claims, pledges, proxies, options, right of first refusals,
voting restrictions, limitations on dispositions, voting trusts or agreements, options or any other liens or restrictions on title, transfer
or exercise of any rights of a stockholder in respect of such Subject Shares (collectively, “Encumbrances”), except
for any such Encumbrance that may be imposed pursuant to (a) this Agreement, (b) any Lock-Up Agreement entered into by and between the
Supporting Holder, Parent and the Company, (c) any applicable restrictions on transfer under applicable securities Laws and (d) the
Company Governing Documents (collectively, “Permitted Encumbrances”). The Subject Shares listed on Schedule A
opposite the Supporting Holder’s name constitute all of the Company Common Stock and Company Preferred Stock owned by the Supporting
Holder as of the date hereof and, other than such Subject Shares, as of the date of this Agreement, there are no other shares of Company
Common Stock or Company Preferred Stock held of record or beneficially owned by the Supporting Holder or in respect of which the Supporting
Holder has full voting power.


 


2.4              
Voting Power. The Supporting Holder has, as of the date hereof and, except pursuant to a permitted transfer pursuant to
Section 4.1(b) hereof, will have until the termination of this Agreement, sole and full voting power and full power to agree to
all of the matters set forth in this Agreement, in each case with respect to all the Supporting Holder’s Subject Shares currently
owned or hereinafter acquired. None of the Supporting Holder’s Subject Shares are subject to any stockholders’ agreement,
proxy, voting trust or other agreement, arrangement or restriction of any kind or nature with respect to the voting of such Subject Shares,
except for the Company Governing Documents.


 


2.5              
Reliance. The Supporting Holder understands and acknowledges that Parent is entering into the Merger Agreement in reliance
upon the Supporting Holder’s execution, delivery and performance of this Agreement.


 


2.6              
Brokers. Other than as expressly contemplated by the Merger Agreement or the disclosure schedules thereto, no broker, finder
or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of the Supporting Holder.


 


2.7               Adequate
Information. The Supporting Holder acknowledges that the Supporting Holder is a sophisticated investor with respect to the
Supporting Holder’s Subject Shares and has adequate information concerning the business and financial condition of the Company
and Parent to make an informed decision regarding the transactions contemplated by this Agreement and has, independently and without
reliance upon Parent, the Company or any affiliate thereof, and based on such information as the Supporting Holder has deemed
appropriate, made the Supporting Holder’s own analysis and decision to enter into this Agreement. The Supporting Holder
acknowledges that the Supporting Holder has received and reviewed this Agreement and the Merger Agreement and has had the
opportunity to seek independent legal advice prior to executing this Agreement.


 






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Article
III 

REPRESENTATIONS AND WARRANTIES OF PARENT


 


Parent represents and warrants
to the Supporting Holders that:


 


3.1              
Organization and Qualification. Parent is duly organized, validly existing and in good standing under the Laws of the jurisdiction
in which it is incorporated or constituted.


 


3.2              
Authority for This Agreement. Parent has all requisite entity power and authority to execute, deliver and perform its obligations
under this Agreement and to comply with any provisions herein. The execution and delivery of this Agreement by Parent has been duly and
validly authorized by all necessary entity action on the part of Parent, and no other entity proceedings on the part of Parent are necessary
to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and, assuming the due authorization,
execution and delivery by the Supporting Holders, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub,
enforceable against Parent in accordance with its terms, subject to the Enforceability Limitations.


 


Article
IV 

ADDITIONAL COVENANTS OF THE SUPPORTING HOLDERS


 


4.1              
No Transfer; No Inconsistent Arrangements.


 


(a)               
Subject to Section 4.1(b), until the earlier of the Closing or the termination of the Merger Agreement in accordance
with its terms, the Supporting Holder agrees that it shall not, directly or indirectly, (i) sell, assign, transfer (including by operation
of Law), gift, pledge dispose of or otherwise encumber any of the Subject Shares or otherwise agree to do any of the foregoing, (ii)
deposit any Subject Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney
with respect thereto that is inconsistent with this Agreement, or (iii) enter into any contract, option or other arrangement or undertaking
with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of Law) or other disposition
of any Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initio.


 


(b)                Section
4.1(a) shall not prohibit a transfer of Subject Shares by a Supporting Holder made: (i) in the case of a Supporting Holder that
is an individual, by gift to a member of one of the Supporting Holder’s immediate family, an estate planning vehicle or to a
trust, the beneficiary of which is a member of the Supporting Holder’s immediate family, an affiliate of such person or to a
charitable organization; (ii) in the case of a Supporting Holder that is an individual, by virtue of laws of descent and
distribution upon death of the Supporting Holder; (iii) in the case of a Supporting Holder being an individual, pursuant to a
qualified domestic relations order; (iv) in the case of a Supporting Holder who is not a natural person, by pro rata distributions
from the Supporting Holder to its members, partners, or shareholders pursuant to the Supporting Holder’s organizational
documents; (v) by virtue of applicable law or the Supporting Holder’s organizational documents upon liquidation or dissolution
of the Supporting Holder; (vi) in the case of a Supporting Holder who is not a natural person, to any employees, officers,
directors or members of the Supporting Holder, or to any affiliates of the Supporting Holder; provided, however, that a transfer
referred to in Section 4.1(b)(i), (iv), or (vi) shall be permitted only if, (A) as a precondition to such
transfer, the transferee agrees in a written document, reasonably satisfactory in form and substance to Parent, to be bound by all
of the terms of this Agreement, and (B) such transfer is effected no later than three (3) Business Days prior to the date on which
the Form S-4 is declared effective.


 






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4.2               
Standstill. From the date of this Agreement until the earlier of the Closing or the termination of the Merger Agreement
in accordance with its terms, the Supporting Holders shall not engage in any transactions involving the securities of Parent without Parent’s
prior written consent; provided that this Section 4.2 shall not apply to transactions involving any securities of Parent held by
the Supporting Holders as of or prior to the date of this Agreement.


 


4.3               
No Legal Action. The Supporting Holders shall not, and shall cause its Affiliates not to and shall direct its Representatives
not to, bring, commence, institute, maintain, voluntarily aid or prosecute any claim, appeal or proceeding which (a) challenges the validity
of or seeks to enjoin the operation of any provision of this Agreement, or (b) alleges that the execution and delivery of this Agreement
by a Supporting Holder breaches any duty that such Supporting Holder has (or may be alleged to have) to the Company or to the other holders
of Subject Shares; provided, that the foregoing shall not limit or restrict in any manner the rights of a Supporting Holder to enforce
the terms of this Agreement.


 


4.4               
Documentation and Information. Each Supporting Holder shall permit and hereby consents to and authorizes Parent and the
Company to publish and disclose in all documents and schedules filed with the SEC and, to the extent otherwise required by applicable
securities Laws or the SEC or any other securities authorities, any press release or other disclosure document that Parent and/or the
Company reasonably determines to be necessary in connection with the Merger and any of the transactions contemplated by the Merger Agreement,
a copy of this Agreement and the nature of the Supporting Holders’ commitments and obligations under this Agreement. The parties
hereto agree that the Supporting Holders’ identities and ownership of the Subject Shares will not be included in a press release
or other public disclosure (other than a filing with the SEC) without each Supporting Holder’s prior consent.


 


4.5              
Adjustments; Acquisition of Additional Securities. In the event of any stock split, stock dividend or distribution, merger,
reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of the Company affecting
a Supporting Holder’s Subject Shares, the terms of this Agreement shall apply to the resulting securities. In the event that the
Supporting Holder acquires beneficial ownership of any additional Company Common Stock or Company Preferred Stock (“New Securities”),
or the right to vote or share in the voting of any such New Securities, then such New Securities acquired by such Supporting Holder shall
be subject to the terms of this Agreement to the same extent as if they were owned or controlled by the Supporting Holder as of the date
hereof.


 


4.6              
Anti-Takeover Approvals. The board of directors of Parent has approved, or will approve as promptly as practicable following
the date hereof but in no event later than the time immediately prior to the consummation of the Merger, the Merger, the Merger Agreement
and this Agreement and the acquisition of Parent Common Stock by the Company’s stockholders pursuant to any of the foregoing pursuant
to Section 203 of the General Corporation Law of Delaware and any other “moratorium,” “control share acquisition,”
 “business combination,” “fair price” or other form of anti-takeover law, and such approval by the board of directors
of Parent is or will be, once approved, sufficient to render inapplicable to the Merger, the Merger Agreement and this Agreement and such
acquisition the provisions of Section 203 of the General Corporation Law of Delaware or any other such anti-takeover law.


 



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4.7                Termination
of Investment Agreements. Each Supporting Holder, by this Agreement, and with respect to the Subject Shares, severally and not
jointly, hereby agrees to terminate, subject to the occurrence of, and effective immediately prior to, the Effective Time and
provided that all Terminating Rights (as defined below) between the Company or any of its subsidiaries and any other holder of
Company capital stock shall also terminate at such time, each of (a) the Second Amended and Restated Investors’ Rights
Agreement dated as of February 2, 2021, as amended, by and among the Company and the investors party thereto, (b) the Second Amended
and Restated Voting Agreement dated as of February 2, 2021, as amended, by and among the Company and the investors party thereto,
and (c) the Second Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of February 2, 2021, as amended, by
and among the Company and the investors party thereto, and any rights under any letter agreement providing for redemption rights,
put rights, purchase rights, information rights, rights to consult with and advise management, inspection rights, preemptive rights,
board of directors observer rights or rights to receive information delivered to the board of directors or other similar rights not
generally available to stockholders of the Company (the “Terminating Rights”) between such Supporting Holder and
the Company, but excluding, for the avoidance of doubt, any rights such Supporting Holder may have that relate to any
indemnification, commercial, development or employment agreements or arrangements between such Supporting Holder and the Company or
any subsidiary, which shall survive in accordance with their terms.


 


4.8          
Public Announcements. No Supporting Holder will make any public announcement or issue any public communication regarding
the Merger Agreement, the transactions contemplated thereby or any matter related to the foregoing, without the prior written consent
of the Parent and the Company, except: (i) if such announcement or other communication is required by applicable Law or the rules of any
stock exchange, in which case the disclosing Supporting Holder shall, to the extent permitted by applicable Law, first allow the Parent
and the Company to review such announcement or communication and have the opportunity to comment thereon and the disclosing Supporting
Holder shall consider such comments in good faith; (ii) to the extent such announcements or other communications contain only information
previously disclosed in a public statement, press release or other communication previously approved in accordance with this ‎Section
4.8; and (iii) announcements and communications to Governmental Authorities in connection with registrations, declarations and filings
required to be made as a result of the Merger Agreement.


 


Article
V 

MISCELLANEOUS


 


5.1          Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given
and received if delivered personally (notice deemed given upon receipt), by electronic mail (notice deemed given upon confirmation of
receipt) or sent by a nationally recognized overnight courier service, such as Federal Express (notice deemed given upon receipt of proof
of delivery); provided that the notice or other communication is sent to the address or email address set forth (i) if to Parent,
to the address or email address set forth in Section 8.1 of the Merger Agreement and (ii) if to a Supporting Holder, to the Supporting
Holder’s address or email address set forth on a signature page hereto, or to such other address or email address as such party
may hereafter specify for the purpose by notice to each other party hereto.


 


5.2          Termination.
This Agreement, the covenants and agreements contained herein and any proxy granted hereunder shall terminate automatically with respect
to a Supporting Holder, without any notice or other action by any person, upon the first to occur of (a) the Effective Time, (b) the
valid termination of the Merger Agreement in accordance with its terms and (c) the mutual written agreement of Parent and such Supporting
Holder; provided, that each Supporting Holder in its sole discretion may terminate this Agreement, solely with respect to such Supporting
Holder, following any material modification or amendment to, or the waiver of any provision of, the Merger Agreement, as in effect on
the date hereof, (i) that reduces the aggregate amount or form of consideration payable to the Supporting Holder in respect of such Supporting
Holder’s Company capital stock in a manner that is materially and disproportionately adverse to such Supporting Holder relative
to other Company Stockholders, or (ii) modifies the conditions of the obligations of the parties to the Merger Agreement to consummate
the Transactions in a manner that adversely and disproportionately affects in any material respect the Supporting Holder (any such amendment,
an “Adverse Amendment”). Upon termination of this Agreement, no party shall have any further obligations or liabilities
under this Agreement; provided, however, that the provisions of this Article V shall survive any termination of this Agreement.


 






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5.3          Amendments
and Waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and is signed, in
the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be
effective. The waiver by any party of a breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent
breach. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power
or privilege.


 


5.4          Expenses. All fees and expenses incurred in connection herewith shall be paid by the party incurring such fees and expenses,
whether or not the Merger is consummated, except as expressly provided otherwise herein or in the Merger Agreement.


 


5.5          Entire
Agreement; Assignment. This Agreement, together with the Merger Agreement, Schedule A, and the other documents and certificates
delivered pursuant hereto, constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter of this Agreement. This Agreement shall not be assigned by any party (including
by operation of law, by merger or otherwise) without the prior written consent of (a) Parent, in the case of an assignment by a Supporting
Holder (other than in the case of permitted transfer under Section 4.1(b)) and (b) the Supporting Holders, in the case of an assignment
by Parent. Any assignment in violation of this Section 5.5 shall be null and void ab initio.


 


5.6          Enforcement of the Agreement. The parties agree that irreparable damage may occur in the event that any Supporting Holder
did not perform any of the provisions of this Agreement in accordance with their specific terms or otherwise breached any such provisions,
and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that Parent may be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement
in addition to any other remedy to which they are entitled at law or in equity without the requirement to post any bond or other security.
Any and all remedies herein expressly conferred upon Parent will be deemed cumulative with and not exclusive of any other remedy conferred
hereby or by Law or equity upon Parent, and the exercise by Parent of any one remedy will not preclude the exercise of any other remedy.


 


5.7          Jurisdiction;
Waiver of Jury Trial; Governing Law. 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
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.


 






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5.8          Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended
to be part of or to affect the meaning or interpretation of this Agreement.


 


5.9          Parties in Interest. This Agreement shall be binding upon and inure to the benefit of each party hereto, and nothing in
this Agreement, express or implied, is intended to confer any rights or remedies of any nature whatsoever under or by reason of this Agreement
upon any person other than each party hereto.


 


5.10          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 hereto. 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.


 


5.11          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 or the other
Ancillary Agreements 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.


 


5.12          Interpretation.
The words “hereof,” “herein,” “hereby,” “herewith” and words of similar import
shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this
Agreement, and article, section, paragraph and schedule references are to the articles, sections, paragraphs and schedules of this
Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including”
are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The words describing
the singular number shall include the plural and vice versa, words denoting either gender shall include both genders and words
denoting natural persons shall include all persons and vice versa. The word “extent” and the phrase “to the
extent” when used in this Agreement shall mean the degree to which a subject or other things extends, and such word or phrase
shall not merely mean “if.” The term “or” is not exclusive. The phrases “the date of this
Agreement,” “the date hereof,” “of even date herewith” and terms of similar import, shall be deemed to
refer to the date set forth in the preamble to this Agreement. Any reference in this Agreement to a date or time shall be deemed to
be such date or time in New York, New York, unless otherwise specified. The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any person
by virtue of the authorship of any provision of this Agreement.


 






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5.13          Further Assurances. Each Supporting Holder agrees that if any further agreements, deeds, assignments, assurances or other
instruments are reasonably necessary to effectuate the covenants in this Agreement, the Supporting Holder will, upon reasonable written
request of the Supporting Holders by Parent and at Parent’s cost and expense, execute and deliver all such proper agreements, deeds,
assignments, assurances and other instruments and take other reasonable action as permissible to do all other things reasonably necessary
to effectuate the covenants in this Agreement and otherwise to carry out the purposes of this Agreement.


 


5.14          Supporting Holder Obligation Several and Not Joint. The obligations of the Supporting Holders hereunder shall be several
and not joint and several, and no Supporting Holder shall be liable for any breach of the terms of this Agreement by any other Supporting
Holder.


 


5.15          No
Agreement as Director or Officer. Each Supporting Holder is entering into this Agreement solely in the Supporting Holder’s
capacity as record and/or beneficial owner of Subject Shares and nothing herein is intended to or shall limit, restrict or otherwise
affect any votes or other actions taken by the Supporting Holder, or any employee, officer, director (or person performing similar functions),
partner or other Affiliate of the Supporting Holder (including, for this purpose, any appointee or representative of the Supporting Holder
to the board of directors of the Company) of the Supporting Holder, solely in his or her capacity as a director or officer of the Company
(or a subsidiary of the Company) or other fiduciary capacity for the stockholders of the Company.


 


[Signature Pages Follow.]


 



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The parties are executing this
Agreement on the date set forth in the introductory clause.


 


	 	FIFTH
    WALL ACQUISITION CORP. I
	 	 
	 	By:	/s/ Brendan Wallace
	 	Name: Brendan Wallace
	 	Title: Chief Executive Officer




 


SUPPORTING
HOLDERS


 


	 	Bain Capital Venture
    Fund 2019, L.P.
	 	 
	 	By:	/s/ Matthew Harris
	 	Name:	Matthew Harris
	 	Title:	Authorized Signatory
	 	 
	 	BCIP Venture Associates
    II, L.P.
	 	 
	 	By:	/s/ Matthew Harris
	 	Name:	Matthew Harris
	 	Title:	Authorized Signatory
	 	 
	 	BCIP Venture Associates
    II-B, L.P.
	 	 
	 	By:	/s/ Matthew Harris
	 	Name:	Matthew Harris
	 	Title:	Authorized Signatory
	 	 
	 	BCV 2019-MD Primary,
    L.P.
	 	 
	 	By:	/s/ Matthew Harris
	 	Name:	Matthew Harris
	 	Title:	Authorized Signatory




 



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	 	Best Family Trust,
    established October 2, 2001
	 	 
	 	By:	/s/ Robert T. Best
	 	Name:	Robert T. Best
	 	Title:	Trustee
	 	 
	 	LEN FW Investor, LLC
	 	 
	 	By:	/s/ Eric Feder
	 	Name:	Eric Feder
	 	Title:	VP
	 	 
	 	Lucas Haldeman
	 	 
	 	By:	/s/ Lucas
    Haldeman
	 	 
	 	Real Estate Technology
    Ventures Associates, L.P.
	 	 
	 	By:	/s/ John Helm
	 	Name:	John Helm
	 	Title:	MD
	 	 
	 	Real Estate Technology
    Ventures II, L.P.
	 	 
	 	By:	/s/ John Helm
	 	Name:	John Helm
	 	Title:	MD




 



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	 	Real Estate Technology
    Ventures, L.P.
	 	 
	 	By:	/s/ John Helm
	 	Name:	John Helm
	 	Title:	MD
	 	 
	 	Real Estate Technology
    Ventures-A, L.P.
	 	 
	 	By:	/s/ John Helm
	 	Name:	John Helm
	 	Title:	MD
	 	 
	 	RET Ventures SPV I,
    L.P.
	 	 
	 	By:	/s/ John Helm
	 	Name:	John Helm
	 	Title:	MD
	 	 
	 	Spark Capital Growth
    Founders' Fund II, L.P.
	 	 
	 	By:	/s/ Paul Conway
	 	Name:	Paul Conway
	 	Title:	Managing Member
	 	 
	 	Spark Capital Growth
    Fund II, L.P.
	 	 
	 	By:	/s/ Paul Conway
	 	Name:	Paul Conway
	 	Title:	Managing Member




 



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