Lorrence T. Kellar - 25 Aug 2023 Form 4 Insider Report for Mobile Infrastructure Corp

Footnote F1

Represents LTIP Units of limited partnership interest ("LTIP Units") in Mobile Infra Operating Partnership, L.P., a Maryland limited partnership (the "Operating Partnership"). Subject to the terms and conditions of the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated March 18, 2022 (the "OP Agreement") and the pertinent LTIP Unit agreement, following the date on which such LTIP Units vest, LTIP Units become convertible into common units of limited partnership interest ("Common Units") in the Operating Partnership at the holder's or MIC's option. MIC, as defined in footnote 3, is the sole general partner of the Operating Partnership. LTIP Units do not have an expiration date.

Footnote F2

Each Common Unit is intended to have an economic interest equivalent to one share of common stock of MIC. Subject to the terms and conditions of the OP Agreement, Common Units are redeemable and may be exchanged, without consideration, by the holder of such Common Units for an equivalent number of shares of common stock of MIC or for the cash value of such shares, at the discretion of MIC.

Footnote F3

Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 13, 2022, as amended as of March 23, 2023 (the "Merger Agreement"), by and among Mobile Infrastructure Corporation ("MIC"), Fifth Wall Acquisition Corp. III, a Cayman Islands exempted company ("FWAC"), and Queen Merger Corp. I, a Maryland corporation and wholly owned subsidiary of FWAC ("Merger Sub"). On August 25, 2023, the closing of the transactions contemplated by the Merger Agreement occurred. Accordingly, FWAC converted to a Maryland corporation ("New MIC"), Merger Sub merged with and into MIC (the "First Merger") with MIC continuing as the surviving entity (the "First-Step Surviving Company"), and immediately following the effectiveness of the First Merger, the First-Step Surviving Company merged with and into New MIC (the "Second Merger"), with New MIC continuing as the surviving entity resulting from the Second Merger.

Footnote F4

Consists of: (i) 803 vested LTIP Units; (ii) 1,608 LTIP Units scheduled to vest in two equal installments: on May 27, 2024 and May 27, 2025; and (iii) 5,758 LTIP Units scheduled to vest in three equal installments on each of the next three anniversaries of the grant date, February 28, 2023.

Footnote F5

Pursuant to the Merger Agreement, automatically and without any required action by the holder or Reporting Person, as applicable, the Operating Partnership converted to a Delaware limited liability company (following the conversion, the "Operating Company"). In connection with the conversion, each outstanding unit of partnership interest of the Operating Partnership converted automatically, on a one-for-one basis, into an equal number of identical membership units of the Operating Company, provided that each outstanding unit of membership interest of the Operating Company was adjusted to give effect to the Exchange Ratio, as defined in the Merger Agreement.