Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-274666
PROSPECTUS
SUPPLEMENT NO. 2
(To
Prospectus dated November 2, 2023)
Mobile
Infrastructure Corporation
Up
to 37,156,865 Shares of Common Stock
Warrant
to Purchase 2,553,192 Shares of Common Stock
This
prospectus supplement is being filed to update and supplement the information contained in the prospectus, dated November 2, 2023 (the
“Prospectus”), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange
Commission on March 4, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus
supplement.
The
Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the
Prospectus or their permitted transferees of
| (A) | up
to 37,156,865 shares of our common stock, par value $0.0001 per share (the “Common
Stock”), consisting of: |
| (i) | 3,937,246
shares of Common Stock issued as merger consideration to Color Up (as defined in the Prospectus)
in connection with the consummation of the Merger (as defined in the Prospectus) based upon
an implied equity consideration value of $10.00 per share; in 2021, Color Up purchased 2,624,831
shares of Legacy MIC Common Stock (as defined in the Prospectus) at a price per share of
$11.75, which shares were exchanged in the Merger for the 3,937,246 shares of Common Stock
for an effective price per share of approximately $7.83; as of the date of this prospectus
supplement, Color Up beneficially owns approximately 37% of our Common Stock; |
| (ii) | up
to 2,553,192 shares of Common Stock issuable upon the exercise of a warrant to purchase Common
Stock (the “Warrant”) at an exercise price of $7.83 per share, owned by
Color Up, which was initially a warrant to purchase 1,702,128 shares of Legacy MIC Common
Stock at an exercise price of $11.75 per share, and which was assumed and converted into
the Warrant in connection with the Merger; |
| (iii) | 907,000
shares of Common Stock issued upon the conversion of Class A ordinary shares, par value $0.0001
per share, of Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company (“FWAC”),
in connection with the Domestication (as defined in the Prospectus) that were originally
purchased by Fifth Wall Acquisition Sponsor III LLC, a Cayman Islands limited liability company
(“Sponsor”), in a private placement, which occurred simultaneously with
the initial public offering of FWAC, at $10.00 per share for an aggregate purchase price
of $9,070,000; |
| (iv) | 2,020,000
shares of Common Stock issued upon the conversion of Class B ordinary shares, par value $0.0001
per share, of FWAC, in connection with the Domestication, originally purchased by the Sponsor
for approximately $0.003 per share, comprised of (a) 1,900,000 shares of Common Stock held
by the Sponsor and (b) 120,000 shares of Common Stock transferred by the Sponsor to four
former directors of FWAC; |
| (v) | 13,787,462
shares of Common Stock issuable upon the conversion of 46,000 shares of our Series 2 Convertible
Preferred Stock, par value $0.0001 per share, upon the earlier to occur of (a) December 31,
2023 and (b) a change in control of us, purchased by the Preferred PIPE Investors (as defined
in the Prospectus) for $1,000 per share for an aggregate purchase price of $46,000,000, inclusive
of 1,253,404 shares of Common Stock issuable to the Preferred PIPE Investors upon the conversion
of Dividends (as defined in the Prospectus), resulting in an effective purchase price of
approximately $3.34 per share; and |
| (vi) | up
to 13,951,965 shares of Common Stock issuable in the event of our election to issue shares
of Common Stock in lieu of cash payments upon redemption of Common Units (as defined in the
Prospectus); of such shares 11,242,635 shares of Common Stock are potentially issuable to
Color Up at an effective purchase price of approximately $7.83 per share and 2,709,330 shares
are potentially issuable to HSCP Strategic III, L.P., an entity controlled by Jeffrey B.
Osher, a member of our Board, at an effective purchase price of approximately $7.38 per share;
and |
This
prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered
or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement is
qualified by reference to the Prospectus, including any amendments or supplements thereto, except to the extent that the information
in this prospectus supplement updates and supersedes the information contained therein.
Our
Common Stock is listed on the NYSE American LLC under the symbol “BEEP.” On March 4, 2024, the closing price of our Common
Stock was $3.60. The Warrant will not be listed for trading.
We
are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and are subject to
reduced public company reporting requirements. The Prospectus and this prospectus supplement comply with the requirements that apply
to an issuer that is an emerging growth company.
See
the section titled “Risk Factors” beginning on page 9 of the Prospectus to read about factors you should consider
before buying our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued
under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The
date of this prospectus supplement is March 5, 2024.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 1, 2024
MOBILE
INFRASTRUCTURE CORPORATION
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-40415 |
|
98-1583957 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
30
W. 4th Street
Cincinnati,
Ohio |
|
45202 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (513) 834-5110
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
BEEP |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On
March 1, 2024, Mobile Infrastructure Corporation (the “Company”) entered into that certain Third Amendment to Credit
Agreement (the “Third Amendment”), by and among the Company, Mobile Infra Operating Company, LLC (the “Operating
Company”), certain subsidiaries of the Operating Company (together with the Operating Company, the “Borrower”),
and KeyBank National Association (“KeyBank”), amending that certain Credit Agreement, dated as of March 29, 2022,
as amended by that certain First Amendment to Credit Agreement, dated as of November 17, 2022, and as further amended by that Waiver
and Second Amendment to Credit Agreement, dated as of August 25, 2023 (collectively with the Third Amendment, the “Credit Agreement”),
by and among the Borrower, the Company, KeyBank and the other financial institutions party thereto as lenders. Capitalized terms used
but not defined in this Current Report on Form 8-K (this “Report”) have the meanings related thereto in the Credit
Agreement.
Pursuant to the Third
Amendment, the parties agreed to extend the maturity date of the Credit Agreement to a maximum maturity date of June 30, 2025,
subject to certain interest rate adjustments after the first extended maturity date of October 1, 2024, and certain further interest
rate adjustments after the second extended maturity date of April 1, 2025. In addition, pursuant to the Third Amendment, the Borrower
is required to work diligently to refinance certain of its real property in Chicago, Illinois. The Third Amendment also requires the
Borrower or the Company to prepay the Loans with the net proceeds of any Capital Events related to the Borrower, the Company or any of
their respective subsidiaries. In addition, the Borrower agreed to maintain certain of its real property located in Clarksburg, West
Virginia and Milwaukee, Wisconsin free and clear of any Liens other than encumbrances permitted under the Credit Agreement, and Mobile
Infra Holdings, LLC, a subsidiary of the Operating Company, agreed to pledge all of its direct and indirect equity interests in the entities
that own such property to KeyBank for the duration of the Credit Agreement.
The
foregoing description of the Third Amendment is a summary only and is qualified in its entirety by reference to the full text of the
Third Amendment, a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
The
information contained in Item 1.01 of this Report relating to the Third Amendment is hereby incorporated by reference into this Item
2.03.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
#
Certain of the exhibits or schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant
agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
MOBILE INFRASTRUCTURE CORPORATION |
| |
|
|
| Date:
March 5, 2024 |
By: |
/s/ Stephanie
Hogue |
| |
Name: |
Stephanie Hogue |
| |
Title: |
Chief Financial Officer |
Exhibit
10.1
Execution
Version
third
AMENDMENT TO CREDIT AGREEMENT
THIS
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is
dated as of March 1, 2024 by and among MOBILE INFRA OPERATING COMPANY, LLC, a Delaware
limited liability company (the “Lead Borrower”), each Subsidiary Borrower (and together with Lead Borrower,
individually and collectively, jointly and severally, the “Borrower”), Mobile
Infrastructure Corporation, a Maryland corporation (“Parent”), and KEYBANK NATIONAL ASSOCIATION
as administrative agent (the “Administrative Agent”), and the other financial institutions party hereto,
as lenders (each a “Lender” and collectively, the “Lenders”).
A.
The Borrower, the Administrative Agent and the Lenders are party to that certain Credit Agreement, dated as of March 29, 2022, as amended
by that certain First Amendment to Credit Agreement, dated as of November 17, 2022 and that certain Waiver and Second Amendment to Credit
Agreement, dated as of August 25, 2023 (the “Credit Agreement”, and as amended by this Agreement, the “Amended
Credit Agreement”);
B.
The Borrower has requested that the Administrative Agent and the Lenders agree, and the Administrative Agent and the Lenders have agreed,
to extend the Maturity Date upon the terms and subject to the conditions set forth in this Agreement;
C.
The Borrower and the Administrative Agent have agreed to make certain modifications to the Credit Agreement upon the terms and subject
to the conditions set forth in this Agreement.
NOW,
THEREFORE, in consideration of the mutual promises herein contained and for other valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto do hereby agree as follows:
1.
Credit Agreement Definitions . Unless otherwise
expressly defined herein, capitalized terms used but not defined herein shall have the meaning given to such terms in the Amended Credit
Agreement.
2.
AMENDMENTS TO CREDIT AGREEMENT. Effective as of the Third Amendment Effective Date, the Credit Agreement is hereby amended as
follows:
2.01.
Section 1.01 of the Credit Agreement is hereby amended by amending and restating each of the following definitions in their entirety
to read as follows:
“Applicable
Rate” means, a rate per annum equal to:
(1)
at any time from and after the Third Amendment Effective Date, prior to the First Extended Stated Maturity Date, (a) with respect to
SOFR Loans, three percent (3.0%) and (b) with respect to ABR Loans, two percent (2.0%);
(2)
at any time from the First Extended Stated Maturity Date until the Second Extended Stated Maturity Date, (a) with respect to SOFR Loans,
three and one half percent (3.5%) and (b) with respect to ABR Loans, two and one half percent (2.5%); and
(3)
at any time from the Second Extended Stated Maturity Date and thereafter, (a) with respect to SOFR Loans, four percent (4.0%) and (b)
with respect to ABR Loans, three percent (3.0%).
“Collateral”
means all property, tangible or intangible, real, personal or mixed, now or hereafter subject to the liens and security interests of
the Loan Documents, or intended so to be, which Collateral shall secure the Obligations and the Hedging Obligations on a pari passu basis,
including, without limitation, the Pool Properties pursuant to the Mortgages, all direct and indirect Equity Interests owned by the Equity
Pledgor in the Fee Owners of the Clarksburg Property, Clybourn Property, and Milwaukee Old World Property, and the net proceeds from
the sale or refinancing of the Streeter Property as specified in Section 2.03 below.
“Loan
Documents” means this Agreement, the Notes, each Guaranty, the Financing Statements, each Mortgage, each Environmental Indemnity,
each Pledge Agreement and all other instruments, agreements and written obligations executed and delivered by any of the Credit Parties
in connection with the transactions contemplated hereby.
2.02.
Section 1.01 of the Credit Agreement is hereby amended to add the following new defined terms in appropriate alphabetical order therein:
“Capital
Events” has the meaning given to such term in Section 2.10(h).
“Clarksburg
Property” means that certain Real Property located at 327-328 Washington Avenue, Clarksburg, WV 26301.
“Clybourn
Property” means that certain Real Property located at 412 East Clybourn Street, Milwaukee, WI 53202.
“Equity
Offering” means, any issuance and/or sale after the Third Amendment Effective Date by Parent, Lead Borrower, any Guarantor
or any of their Subsidiaries of any Equity Interests or equity securities of such Person, including, without limitation, (a) any new
preferred securities, (b) any conversion of equity interests or securities of any Subsidiary of Lead Borrower into equity interests in
Lead Borrower or any of its Subsidiaries, and (c) any new common shares.
“Equity
Pledgor” means Mobile Infra Holdings, LLC.
“First
Extended Maturity Date” has the meaning assigned to such term in Section 2.19(a).
“Milwaukee
Old World Property” means that certain Real Property located at 822 North Old World Third Street, Milwaukee, WI 53023.
“Pledge
Agreement” means that certain Equity Interests Pledge and Security Agreement executed by the Equity Pledgor in favor of Administrative
Agent.
“Second
Extended Maturity Date” has the meaning assigned to such term in Section 2.19(a).
“Streeter
Property” means that certain Real Property located at 322 East Illinois Street, Chicago, IL 60611.
“Third
Amendment Effective Date” means March 1, 2024.
2.03.
Section 2.10 of the Credit Agreement is hereby amended to add new clauses (h) and (i) in appropriate numerical order as follows:
(h)
From the Third Amendment Effective Date, except as explicitly set forth in Section 2.10(i) with respect to the Streeter Property, the
Borrower, or the Parent on behalf of the Borrower, shall prepay the Loans in an amount equal to one hundred percent (100%) of the net
proceeds from any capital event in respect of the Borrower or its assets, including any net proceeds (i) payable to any Credit Party
generated by Equity Offerings by the Borrower, Parent, or any of their Subsidiaries, (ii) payable to any Credit Party or any of its Subsidiaries
(after payment of usual and customary closing costs and expenses and repayment of any Indebtedness secured by such Real Property or Collateral)
generated by the sale, finance, refinance or other recapitalization of any Real Property or other Collateral owned directly or indirectly
by the Borrower, and (iii) payable to the Borrower, Parent, or any of their Subsidiaries (after payment of usual and customary closing
costs and expenses) generated by the incurrence of any other Indebtedness (including any refinancings or replacements of existing Indebtedness)
of the Borrower, Parent, or any of their Subsidiaries after the date hereof (the transactions contemplated in clauses (i) – (iii),
collectively, “Capital Events”). Notwithstanding anything herein to the contrary, from the Third Amendment Effective
Date, the Commitments shall be permanently reduced in accordance with Section 2.08(b) concurrently with, and in the same amount
as, any prepayment of Loans under this Agreement, whether voluntary or a mandatory. The Credit Parties shall, and shall cause their Subsidiaries
to, distribute to the Lead Borrower, promptly after receipt thereof, 100% of the net proceeds from any Capital Events with respect to
their assets, which net proceeds shall be deposited into the Debt Service Reserve Account as additional collateral for the Loans pending
application thereof pursuant to this Section 2.10(h). Lead Borrower hereby directs Agent to apply the net proceeds from any Capital
Events so deposited into the Debt Service Reserve Account to prepay the Loans in accordance with this Section. Until applied to prepay
the Loans in accordance with this Section, such cash collateral shall be, at all times, maintained in the Debt Service Reserve Account
subject to the terms of Section 5.19.
(i)
Concurrently with any sale or refinancing of the Streeter Property, the Borrower shall deposit cash collateral with the Administrative
Agent, as additional collateral for the Loans, in an amount equal to one hundred percent (100%) of the net proceeds from the sale or
refinancing of the Streeter Property. Such cash collateral shall be, at all times, maintained in the Debt Service Reserve Account subject
to the terms of Section 5.19. For the avoidance of doubt, the failure of the Borrowers to deposit the net proceeds of the sale
or refinancing of the Streeter Property into the Debt Service Reserve Account shall constitute an Event of Default under Section 7.01(a).
2.04.
Section 2.12 of the Credit Agreement is hereby amended to delete clause (g) in its entirety.
2.05.
Section 2.19(a) of the Credit Agreement is hereby amended by amending and restating it in its entirety to read as follows:
(a)
So long as no Event of Default or Default shall be in existence on the date on which notice is given in accordance with the following
clause (i) and on the then current Stated Maturity Date, Borrower may extend the Stated Maturity Date for additional six (6) month periods
from the Stated Maturity Date then in effect on no more than two (2) occasions, first to October 1, 2024 (the “First Extended
Stated Maturity Date”) then to April 1, 2025 (the “Second Extended Stated Maturity Date”), respectively
for each such extension, and thereafter for (1) additional three (3) month period from the Stated Maturity Date then in effect to June
30, 2025, upon satisfaction of the following: (i) delivery of a written request to Administrative Agent at least sixty (60) days, but
no more than one hundred twenty (120) days, prior to the Stated Maturity Date then in effect; (ii) payment to Administrative Agent for
the benefit of the Lenders of the extension fee set forth in SECTION 2.11(d) for each extension option, which fee shall be payable on
or before the then applicable Maturity Date; and (iii) payment by Borrower of all fees and expenses to Administrative Agent and the Lenders
to the extent then due. Such extension shall be evidenced by delivery of written confirmation of the same by Administrative Agent to
Borrower, but Administrative Agent’s failure to timely deliver the notice shall not affect Borrower’s right to extend so
long as the conditions contained herein are satisfied.
2.06.
Section 2.19 of the Credit Agreement is hereby amended to add new clause (ix) in appropriate numerical order as follows:
(ix)
the Borrower shall extend any applicable Hedging Agreement through each extended Stated Maturity Date at a strike rate sufficient to
ensure compliance with all of the financial covenants set forth in Section 5.02 (as reasonably agreed by the Administrative Agent)
hereof both on the date on which the extension request is given to the Administrative Agent and on the first day of the extension.
2.07.
Section 5.19 is hereby amended by adding the following to add new clause (d) in appropriate numerical order as follows:
(d)
Notwithstanding the foregoing, Lead Borrower shall deposit into the Debt Service Reserve Account (x) 100% of the net proceeds from any
Capital Events in accordance with Section 2.10(h) and (y) concurrently with any sale or refinancing of the Streeter Property, cash collateral
in accordance with Section 2.10(i). Such funds deposited into the Debt Service Reserve Account in accordance with Sections 2.10(h) and
(i) shall not be considered when determining any Interest Shortfall under Section 5.19(b) or in the application of Section 5.19(c).
2.08.
A new Section 5.21 is hereby added to the Credit Agreement in appropriate numerical order as follows:
Section
5.21 Streeter Property. Borrower shall work diligently to refinance the Streeter Property at all times from and after the Third
Amendment Effective Date.
2.09.
Section 6.05 of the Credit Agreement is hereby amended by adding the following phrase at the end thereof:
Without
limitation to the foregoing, the Lead Borrower shall not make any Restricted Payment to holders of its Equity Interests of any proceeds
from a Capital Event with respect to its assets or asset of any of its Subsidiaries or any Equity Offering unless it shall first make
the prepayments required under Section 2.10(h) hereof.
2.10.
Section 6.09 of the Credit Agreement is hereby amended by amending and restating clause (g) thereof in its entirety to read as follows:
and
(g) with the prior written consent of the Administrative Agent in its sole discretion, Indebtedness that is recourse to the Parent (excluding
the Obligations) in connection with secured Indebtedness of its Subsidiaries.
3.
REPRESENTATIONS AND WARRANTIES . The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that,
as of the date hereof:
3.01.
The representations and warranties of Borrower and each other Credit Party contained in Article III of the Amended Credit Agreement
or any other Loan Document, are true and correct in all material respects on and as of the Third Amendment Effective Date, except to
the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct
in all material respects as of such earlier date, and except that for purposes of the Amended Credit Agreement, the representations and
warranties contained in Section 3.04 of the Amended Credit Agreement shall be deemed to refer to the most-recent statements furnished
pursuant to Section 5.01 of the Amended Credit Agreement;
3.02.
No Default or Event of Default exists as of the Third Amendment Effective Date, or would result after giving effect to this Agreement;
and
3.03.
This Agreement has been duly authorized, executed and delivered by Borrower so as to constitute the legal and binding obligation of Borrower,
enforceable against it in accordance with its terms, subject to Debtor Relief Laws and equitable principles.
3.04.
The Clarksburg Property, the Clybourn Property, and the Milwaukee Old World Property are and shall remain free and clear of any Liens
other than Permitted Encumbrances.
4.
CONDITIONS PRECEDENT. The effectiveness of this Agreement is subject to the conditions precedent that Administrative Agent shall
have received the following (the date when such conditions shall have been satisfied or waived, the “Third Amendment Effective
Date”):
4.01.
Agreement. This Agreement, duly executed and delivered by Borrower, the Administrative Agent, and Lenders;
4.02.
Authority. Evidence reasonably satisfactory to the Administrative Agent that the Borrower has taken all necessary action approving
or consenting to entry into the transactions contemplated herein;
4.03.
Equity Interests Pledge. A pledge of all direct and indirect Equity Interests owned by Mobile Infra Holdings, LLC (“Equity
Pledgor”) in the Fee Owners of the Clarksburg Property, the Clybourn Property, and the Milwaukee Old World Property, duly executed
and delivered by Equity Pledgor, in form and substance satisfactory to Administrative Agent.
4.04.
Constituent Documents. A certificate from a responsible officer (not individually, but in his or her capacity as such officer)
of Borrower certifying the organizational and authority documents of the Credit Parties, and certifying the resolutions being executed
in connection herewith;
4.05.
Compliance Certificate. A compliance certificate showing compliance with the financial covenants set forth in Section 5.02 of
the Credit Agreement as of September 30, 2023, inclusive, and a Borrowing Base Report dated as of the date hereof after giving effect
to the prepayment of the Loans on the date hereof;
4.07.
Other Documents. The Borrower shall deliver to Administrative Agent all other documents and certificates as the Administrative
Agent or its counsel may reasonably request relating to this Agreement and the transactions contemplated herein, including, without limitation,
uniform commercial code financing statements in respect of the additional Collateral being granted on the date hereof; and
4.08.
Fees and Expenses. Payment to the Administrative Agent of all reasonable and documented out-of-pocket fees and expenses (including
attorney’s fees and expenses), incurred by the Administrative Agent and the Lenders in connection with this Agreement.
5.
NO OTHER AMENDMENTS; RATIFICATION OF LOAN DOCUMENTS. Except for the amendments set forth in Section 2 of this Agreement,
(a) the Amended Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect and (b) nothing in
this Agreement is intended, or shall be construed, to constitute a novation or an accord and satisfaction of Borrower’s or any
Guarantor’s Obligations under or in connection with the Amended Credit Agreement or any other Loan Document. Borrower hereby ratifies,
confirms and reaffirms all of the terms and conditions of the Amended Credit Agreement and each of the other Loan Documents to which
it is party, and further acknowledges and agrees that all of the terms and conditions of the Amended Credit Agreement and such Loan Documents
remain in full force and effect, in each case, except as expressly provided in this Agreement. This Agreement shall constitute a Loan
Document for all purposes.
6.
MISCELLANEOUS.
6.01.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
6.02.
Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted by the Amended Credit Agreement.
6.03.
Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future
laws effective during the term of this Agreement, such provision shall be fully severable and this Agreement shall be construed and enforced
as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or
by its severance from this Agreement, unless such continued effectiveness of this Agreement, as modified, would be contrary to the basic
understandings and intentions of the parties as expressed herein.
6.04.
Headings. Section headings are for convenience of reference only and shall in no way affect the interpretation of this Agreement.
6.05.
Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This
Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section
6, this Agreement shall become effective when it shall have been executed by Administrative Agent and when Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery
of a manually executed counterpart of this Agreement.
Remainder
of Page Intentionally Left Blank
Signature Pages Follow.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
| |
LEAD
BORROWER: |
| |
|
| |
MOBILE INFRA OPERATING COMPANY, LLC,
a Delaware limited liability company |
| |
|
|
| |
By:
|
/s/ Manuel Chavez |
| |
Name:
|
Manuel
Chavez |
| |
Title:
|
Director |
Signature
Page to
Acknowledgment
and Confirmation
| |
ADMINISTRATIVE
AGENT: |
| |
|
|
| |
KEYBANK NATIONAL ASSOCIATION,
as Administrative Agent and as a Lender |
| |
|
|
| |
By:
|
/s/
Christopher T. Neil |
| |
Name: |
Christopher
T. Neil |
| |
Title: |
Senior
Banker |
Signature
Page to
Acknowledgment
and Confirmation
acknowledgment
and confirmation
Each
of the undersigned, as Guarantors under the Credit Agreement, that certain Guaranty dated as of March 29, 2022 by the Parent and certain
of its Subsidiaries (the “Guaranty”) and any other Loan Document to which any Guarantor is a party, hereby unconditionally
and irrevocably: (a) consents to the execution and delivery of, and performance under, the Third Amendment to Credit Agreement dated
as of March 1, 2024 to which this Acknowledgment and Confirmation is attached (the “Agreement”); (b) affirms
its obligations under the Guaranty with respect to the indebtedness of the Borrower under the Credit Agreement as amended by the Agreement;
and (c) agrees that the execution and delivery of the Agreement shall not operate to release, discharge, serve as a defense to, or in
any way alter or amend the obligations of the undersigned under the Guaranty or other Loan Documents to which such Guarantor is a party.
Each Guarantor hereby acknowledges and agrees that as of the date hereof, the Guaranty shall be deemed to incorporate all applicable
terms and conditions of the Agreement.
| |
MOBILE
INFRASTRUCTURE CORPORATION (f/k/a FIFTH WALL ACQUISITION CORP. III), a Maryland corporation, successor by merger to Mobile Infrastructure
Corporation, a Maryland corporation |
| |
|
|
| |
By: |
/s/ Manuel Chavez |
| |
Name: |
Manuel
Chavez |
| |
Title: |
Chief Executive Officer |
Signature
Page to
Acknowledgment
and Confirmation
| |
MOBILE
INFRA HOLDINGS, LLC, a Nevada limited liability company |
| |
|
|
| |
By:
Mobile Intermediate Holdings, LLC, its member and manager |
| |
|
|
| |
By:
Mobile Infra Operating Company, LLC, its member and manager |
| |
|
|
| |
By: |
/s/ Manuel Chavez |
| |
Name: |
Manuel
Chavez |
| |
Title: |
Director |
| |
MOBILE
INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company |
| |
|
|
| |
By:
Mobile Infra Operating Company, LLC, its member and manager |
| |
|
|
| |
By: |
/s/ Manuel Chavez |
| |
Name: |
Manuel
Chavez |
| |
Title: |
Director |
Signature
Page to
Acknowledgment
and Confirmation
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