Form 8-K - Current report


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) November 18, 2024

Latch, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-39688	85-3087759
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1220 N Price Road, Suite 2, Olivette, MO 63132

(Address of principal executive offices, Including Zip Code)

(314) 200-5218

Registrant’s telephone number, including area code

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: None.

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 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Jamie Siminoff Separation and Advisory Agreement

On November 18, 2024 (the “Agreement Date”), Latch, Inc. (together with its subsidiaries, the “Company”) and Jamie Siminoff, the Company’s Chief Strategy Officer, mutually agreed that Mr. Siminoff would step down as the Company’s Chief Strategy Officer on December 31, 2024 (the “Siminoff Separation Date”). Mr. Siminoff will remain in his current role through the Siminoff Separation Date, after which he will serve in an advisory role through December 31, 2026 (such advisory services, the “Advisory Services,” and such date, the “Advisory End Date”). Mr. Siminoff will cease to serve as an “executive officer” of the Company under Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on the Siminoff Separation Date. Upon the Company’s request, in performing the Advisory Services, Mr. Siminoff is expected to, among other services, (i) meet with customers and stakeholders, (ii) assist or advise on product development, (iii) assist or advise on corporate development or strategic transactions and (iv) provide transition services. In addition, Mr. Siminoff will no longer be appointed as the Company’s Chief Executive Officer upon completion of the Company’s restatement of its consolidated financial statements for 2019, 2020, 2021 and the first quarter of 2022.

In connection with Mr. Siminoff’s transition to the advisory role described above, on the Agreement Date, Mr. Siminoff and the Company entered into a Separation and Advisory Agreement and Release (the “Siminoff Transition Agreement”), pursuant to the Latch, Inc. board of directors’ (the “Board”) exercise of discretion. Pursuant to the Siminoff Transition Agreement, the Company and Mr. Siminoff agreed to amend and restate that certain Common Stock Restriction Agreement, dated as of May 15, 2023, by and between the Company and Mr. Siminoff (the “Original Restriction Agreement”), as discussed in further detail below. In addition, under the Siminoff Transition Agreement, the Company agreed to reimburse Mr. Siminoff for up to $25,000 of legal expenses. The Siminoff Transition Agreement also contains certain releases of claims among the parties and provisions requiring Mr. Siminoff to protect the Company’s proprietary and confidential information that apply indefinitely.

Jamie Siminoff Amended and Restated Common Stock Restriction Agreement

Pursuant to an amended and restated common stock restriction agreement, which was entered into between Mr. Siminoff and the Company on the Agreement Date (the “Restated Restriction Agreement”), and in accordance with the terms of the Original Restriction Agreement, the Company is exercising its repurchase option with respect to 15,260,540 shares of the Company’s common stock held by Mr. Siminoff (the “Repurchased Shares”) for $0.00005080 per share (the “Repurchase Price”), or a total payment of $775.24. The Repurchased Shares represent 80% of the 19,075,675 shares of the Company’s common stock (the “Consideration Shares”) received by Mr. Siminoff in connection with the Company’s acquisition of Honest Day’s Work, Inc. (“HDW”) in July 2023.

Pursuant to the Restated Restriction Agreement, the 3,815,135 Consideration Shares that are not being repurchased by the Company (the “Remaining Shares”) are subject to transfer restrictions and an amended repurchase option (the “Amended Repurchase Option”) pursuant to which the Company has a right to repurchase the Remaining Shares at the Repurchase Price to the extent not released from the transfer restrictions and the Amended Repurchase Option by the fifth anniversary of the effective date of the Restated Restriction Agreement (the “Repurchase Trigger Date”).

The Remaining Shares are split into two tranches with different provisions governing their release from the transfer restrictions and the Amended Repurchase Option: the Separation Shares and the Advisory Shares (each as hereafter defined).

The “Separation Shares” consist of 2,861,351 shares (representing 75% of the Remaining Shares) and will be released from the transfer restrictions and the Amended Repurchase Option in equal tranches (each, a “Release Tranche”) as follows:

i.20% of the Separation Shares will be released when the average final trading price of the Company’s common stock for any 60-trading day period prior to the Repurchase Trigger Date (the “Threshold Price”) is equal to or exceeds $1.00 (the “First Tier”);

ii.20% of the Separation Shares will be released when the Threshold Price is equal to or exceeds $2.00 (the “Second Tier”);

iii.20% of the Separation Shares will be released when the Threshold Price is equal to or exceeds $3.00 (the “Third Tier”);

iv.20% of the Separation Shares will be released when the Threshold Price is equal to or exceeds $4.00 (the “Fourth Tier”); and

v.20% of the Separation Shares will be released when the Threshold Price is equal to or exceeds $5.00 (the “Fifth Tier” and, collectively with the other respectively named tiers, the “Price Tiers”).

The Restated Restriction Agreement also includes provisions governing the impact of a change in control on the release of certain Separation Shares.

The “Advisory Shares” consist of 953,784 shares (representing 25% of the Remaining Shares) and will be released from the transfer restrictions and the Amended Repurchase Option as follows:

i.All of the Advisory Shares will be released on the Advisory End Date, provided that a termination of the Advisory Services has not occurred prior to such date.

ii.In the event of a termination of the Advisory Services by Mr. Siminoff prior to the Advisory End Date other than due to the Company’s breach of its ongoing contractual obligations to Mr. Siminoff, subject to notice requirements, the Amended Repurchase Option will immediately apply to all of the Advisory Shares as of the date of such termination (the “Advisory Termination Date”), and the Company will be deemed to have automatically exercised such Amended Repurchase Option with respect thereto.

iii.In the event of a termination of the Advisory Services by the Company as a result of Mr. Siminoff’s willful failure or refusal to perform the Advisory Services in good faith in accordance with the terms of the Siminoff Transition Agreement (a “Termination for Cause”), subject to notice requirements, the Amended Repurchase Option will immediately apply to all of the Advisory Shares as of the Advisory Termination Date, and the Company will be deemed to have automatically exercised such Amended Repurchase Option with respect thereto.

iv.In the event of a termination of the Advisory Services by the Company other than a Termination for Cause or a change in control prior to the Advisory End Date, or in the event Mr. Siminoff terminates the Advisory Services as a result of the Company’s breach of its ongoing contractual obligations to Mr. Siminoff, the Amended Repurchase Option will immediately apply to the portion of the Advisory Shares represented by the solution to the following equation:

(1 – X/730) * 953,784, with “X” equaling the number of days elapsed between the Siminoff Separation Date and the Advisory Termination Date, and the Company will be deemed to have automatically exercised such Amended Repurchase Option with respect thereto.

With respect to the Advisory Shares to which the Amended Repurchase Option does not apply, such Advisory Shares will be released from the Amended Repurchase Option and the Transfer Restrictions on the Advisory Termination Date.

The descriptions of the Siminoff Transition Agreement and the Restated Restriction Agreement set forth above do not purport to be complete and are qualified in their entirety by reference to the full text thereof, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 19, 2024, the Company issued a press release related to the information described in Item 5.02 above (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Report.

The information set forth in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by

reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.


Exhibit Number						Description

10.1						Separation and Advisory Agreement and Release, dated as of November 1 8 , 2024, by and between Latch S ys tems, Inc. and Jamie Siminoff.
10.2						Amended and Restated Common S tock Restriction Agreement , dated as of November 1 8 , 2024, by and between Latch, Inc. and Jamie Siminoff.
99.1						Press Release dated November 19, 2024.
104						Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).

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.


		Latch, Inc.

Date:	November 19, 2024	By:	/s/ Priyen Patel
		Name:	Priyen Patel
		Title:	Senior Vice President and General Counsel

Exhibit 10.1

Separation and Advisory Agreement and Release

This Separation and Advisory Agreement and Release (“Agreement”) is made by and between Jamie Siminoff (“Executive”) and Latch Systems, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of May 15, 2023 (the “Employment Agreement”) and that certain Covenant Agreement (as defined in the Employment Agreement);

WHEREAS, Latch, Inc. and Executive entered into that certain Common Stock Restriction Agreement, dated as of May 15, 2023 (the “Original Stock Restriction Agreement”);

WHEREAS, Executive has indicated to the board of directors of the Company (the “Board”) his desire to step down from his current role as Chief Strategy Officer in order to pursue other opportunities and to transition into an advisory role to continue to support the Company and its subsidiaries and affiliates on an as-needed basis;

WHEREAS, Executive and the Company have agreed that Executive’s employment with the Company and its subsidiaries and affiliates will terminate, effective as of the Separation Date (as defined below); and

WHEREAS, in connection with Executive’s cessation of employment with the Company and its subsidiaries and affiliates, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s employment with or separation from the Company or its subsidiaries or affiliates.

NOW, THEREFORE, in consideration of the payments and benefits below and the amendment and restatement of the Original Stock Restriction Agreement, which is conditioned on Executive’s execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company and Executive hereby agree as follows:

1.Separation Date; Transition Period, Services, and Compensation. Executive’s last date of employment with the Company is December 31, 2024 (the “Separation Date”). Executive will remain in his current role as Chief Strategy Officer of the Company through the Separation Date and cease to be Chief Strategy Officer, or any other officer, and cease to be an employee of the Company as of the Separation Date. Between the Separation Date and the second anniversary thereof (such anniversary date, the “Advisory End Date” and such period, the “Advisory Period”), Executive shall serve in a non-officer, non-employee advisory capacity as the Company’s Doorman. While Executive is serving as Doorman during the Advisory Period, Executive agrees to, upon the Company’s request (i) meet with customers and stakeholders, (ii) assist or advise on product development, (iii) assist or advise on corporate development or strategic transactions, (iv) provide transition services to ensure an orderly and proper transition of Executive’s knowledge and duties to other service providers at the Company and (v) provide any other services that the Company may reasonably request from time to time (the “Advisory Services”). During the Advisory Period, (a) Executive will not have authority to bind or enter into agreements on behalf of the Company and (b) Executive’s sole compensation shall be as set forth in the Amended Stock Restriction Agreement (defined below), and Executive will receive no other cash, equity or other compensation, nor will Executive be eligible to participate in any of the Company’s benefits plans. Notwithstanding any other provision herein, the Company agrees to pay reasonable and documented attorneys’ fees incurred in connection with the negotiation of the last version of the Employment

Agreement, this Agreement, the Amended Stock Restriction Agreement (as defined herein) and the performance equity program and relevant award agreements, directly to Eric Hiduke within fourteen (14) days after the Company’s receipt of invoices with respect to such fees, in an amount not to exceed $25,000. The Separation Date shall be deemed a Date of Termination of Executive’s Continuous Service Status, as each term is defined in the Performance-Based Stock Option Agreement dated August 11, 2024 (the “Option Agreement”), such that the Option (as defined therein) shall be forfeited upon the Separation Date, notwithstanding any provisions to the contrary in the Option Agreement. The Advisory Period may be terminated prior to the Advisory End Date as follows (either such event, a “Termination of Advisory Services”): (a) By Executive, for any reason or no reason, by providing two weeks’ advance written notice to the Company or (b) by the Company, with or without cause, at any time upon written notice to Executive. Executive agrees that Sections 1, 2, 3, 4, 6, 8, 9, and 10 of the Covenant Agreement shall continue to apply to Executive with respect to services performed by the Executive for the Company during the Advisory Period. Through the Advisory End Date and to the extent reasonably requested by the Company, Executive shall cooperate with the Company regarding matters arising out of or related to Executive’s service to the Company, including, but not be limited to, executing any certifications or representations reasonably requested by the Company related to such service and such other actions as may reasonably be requested by the Company and/or its counsel to effectuate the foregoing.

2.Salary and Benefits. To the extent not already paid, and subject to the terms and conditions of the Employment Agreement, the Company shall pay or provide to Executive all payments or benefits described in Section 3(c) of the Employment Agreement, subject to and in accordance with the terms thereof. Other than the payments and benefits described in Section 3(c) of the Employment Agreement, Executive will not receive any of the payments or benefits described in Section 4 of the Employment Agreement. Executive has disclosed to the Company, in writing, all outstanding unreimbursed expenses incurred by Executive prior to the date hereof; Executive shall not incur additional expenses after the date hereof without the express prior written consent of the Company.

3.Amendment and Restatement of Stock Restriction Agreement. The Company and Executive agree to amend and restate the Original Stock Restriction Agreement, substantially in the form attached hereto as Exhibit A (as amended and restated, the “Amended Stock Restriction Agreement”).

4.Release of Claims and Covenant not to Sue. Executive agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries or affiliates, and any of its or their current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”) related to Executive’s employment with the Company or its subsidiaries or termination therefrom. Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of their respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement relating to Executive’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation:

(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries and the termination of that relationship;

(b) any and all claims relating to, or arising from, Executive’s right to receive or purchase, or actual purchase of, any shares of stock, restricted stock units, stock options or other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state law, and securities fraud under any state or federal law; provided, however, that Executive is not waiving hereby any claims related to the Amended Stock Restriction Agreement;

(c) any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;

(d) any and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Sarbanes-Oxley Act of 2002;

(e) any and all claims for violation of the federal or any state constitution;

(f) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;

(g) any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as a result of this Agreement;

(h) any and all claims arising out of the wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or any of its affiliates; and

(i) any and all claims for attorneys’ fees and costs.

Executive agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Executive hereby acknowledges that Executive is aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Executive hereby agrees to expressly waive any rights Executive may have to that effect. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency or

entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation and any right to receive an award for information provided thereunder, Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company for discrimination (with the understanding that Executive’s release of claims herein bars Executive from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment), claims for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested as the date of separation of Executive’s employment, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s right under applicable law. This release further does not release claims for breach of Section 3(c) of the Employment Agreement. Notwithstanding anything herein to the contrary, the general release of claims in this section does not extend to claims by Executive for: (1) claims for indemnification pursuant to any applicable director and officer insurance policies held by the Company, CA Labor Code §2802 (provided that any relevant reimbursable expenses have been disclosed to the Company prior to the date hereof in accordance with Section 2 of this Agreement), or any other agreement regarding indemnification between the Parties; (2) claims related to the enforcement of this Agreement; or (3) any other rights or benefits that cannot by law be released by private agreement or, as a matter of law, may not be waived, including but not limited to unwaivable rights Executive might have under federal and/or state law.

5. Acknowledgment of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult with an attorney prior to executing this Agreement; (b) Executive has 21 days within which to consider this Agreement, and the Parties agree that such time period to review this Agreement shall not be extended upon any material or immaterial changes to this Agreement; (c) Executive has seven business days following Executive’s execution of this Agreement to revoke this Agreement pursuant to written notice to the General Counsel of the Company; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the Company in less than the 21 day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Agreement.

6. Company Release of Claims and Covenant not to Sue. The Company and any of its direct or indirect subsidiaries or affiliates (collectively, the “Releasors”) agree that the foregoing consideration represents settlement in full of all outstanding obligations owed by Executive related to Executive’s employment with the Company or its subsidiaries or termination therefrom. The Releasors hereby and forever release the Executive from, and agree not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any

matters of any kind, whether presently known or unknown, suspected or unsuspected, that the Releasors may possess against the Executive arising from any omissions, acts, facts, or damages that have occurred up until and including the date Executive signs this Agreement relating to Executive’s employment with the Company or its subsidiaries or termination therefrom, including, without limitation:

(a) any and all claims relating to or arising from Executive’s employment or service relationship with the Releasors and the termination of that relationship;

(b) any and all claims for breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits; and

Releasors agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. Releasors hereby acknowledge that they are aware of the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Releasors hereby agree to expressly waive any rights they may have to that effect. Notwithstanding anything herein to the contrary, the general release of claims in this section does not extend to claims by Releasors for: (1) claims related to the enforcement of this Agreement or the Amended Stock Restriction Agreement; (2) any other rights or benefits that cannot by law be released by private agreement or, as a matter of law, may not be waived, including but not limited to unwaivable rights the Releasors might have under federal and/or state law; (3) claims involving breach of fiduciary duty or related to criminal or fraudulent conduct by the Executive; or (4) claims that arise from actions or omissions that are unknown to a majority of the members of the Board as of the date of execution of this Agreement.

7. Indemnification. The parties agree that Executive’s Indemnification Agreement, attached hereto as Exhibit B (the “Indemnification Agreement”), will remain in effect after the Separation Date subject to the terms, including Section 17, thereof. Notwithstanding any other agreement between the Parties, and for purposes of clarity, Executive’s Advisory Service pursuant to this agreement shall qualify as Corporate Status for purpose of the Indemnification Agreement, and the Indemnification Agreement shall continue to cover all actions undertaken by Executive in providing the Advisory Services hereunder.

8. Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.

9. No Oral Modification. This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the Company.

10. Governing Law; Dispute Resolution. This Agreement shall be subject to the provisions of Sections 9(a), 9(c) and 9(h) of the Employment Agreement.

11. Effective Date. Executive has seven business days after Executive signs this Agreement to revoke it, and this Agreement will become effective on the day immediately following the seventh business day after Executive signed this Agreement (the “Effective Date”).

12. Voluntary Execution of Agreement. Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive’s claims against the Company and any of the other Releasees. Executive acknowledges that: (a) Executive has read this Agreement; (b) Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement; (c) Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of Executive’s own choice or has elected not to retain legal counsel; (d) Executive understands the terms and consequences of this Agreement and of the releases it contains; and (e) Executive is fully aware of the legal and binding effect of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.


		EXECUTIVE
		/s/ Jamie Siminoff
Dated: November 18, 2024		Jamie Siminoff

		COMPANY
	By:	/s/ Priyen Patel
Dated: November 18, 2024		Name: Priyen Patel Title: General Counsel and Secretary

Exhibit A

Amended and Restated Stock Restriction Agreement

[Included as Exhibit 10.2 to this Report]

Exhibit B

Siminoff Indemnification Agreement

[Executed on the form included as Exhibit 10.15 to the Company's Amendment No. 1 to Form S-4 Registration Statement filed on March 30, 2021]

Exhibit 10.2

LATCH, INC.

AMENDED AND RESTATED COMMON STOCK RESTRICTION AND REPURCHASE AGREEMENT

This AMENDED AND RESTATED COMMON STOCK RESTRICTION AND REPURCHASE AGREEMENT (this “Agreement”) is entered into as of November 18, 2024 and effective as of the effective date of the Separation and Advisory Agreement (as defined below) (the “Effective Date”), and is between Latch, Inc., a Delaware corporation (the “Company”) and Jamie Siminoff (“Stockholder”).

RECITALS

WHEREAS, in July 2023, the Company and Honest Day’s Work, Inc., a Delaware Corporation (“HDW”) completed a transaction pursuant to which the Company acquired all of the outstanding equity interests of HDW (the “Merger”).

WHEREAS, in connection with the closing of the Merger (the “Closing”), and in exchange for his shares of capital stock in HDW, Stockholder received merger consideration consisting of 19,075,675 shares of the Company’s common stock (the “Consideration Shares”).

WHEREAS, in connection with the Closing, Stockholder and the Company entered into a Common Stock Restriction Agreement (the “Prior Agreement”) to specify certain terms and conditions applicable to the Consideration Shares.

WHEREAS, on the Effective Date, Stockholder and Latch Systems, Inc., a subsidiary of the Company (“Latch Systems”), entered into that certain Separation and Advisory Agreement and Release (the “Separation and Advisory Agreement”) pursuant to which the Stockholder’s employment with the Company and its subsidiaries will terminate and the Stockholder will continue to provide certain advisory services as a non-employee advisor to the Company;

WHEREAS, in connection with the execution of the Separation and Advisory Agreement, the Company and the Stockholder have agreed to amend and restate the Prior Agreement in its entirety as set forth herein.

WHEREAS, as of the Effective Date, no Consideration Shares have been released from the Company’s Repurchase Option (as such term is used in the Prior Agreement).

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth below, the parties agree to Amend and Restate the Prior Agreement in its entirety as follows:

1.Partial Exercise of Repurchase Option.

(a)The Company hereby exercises its Repurchase Option under the Prior Agreement with respect to 15,260,540 of the Consideration Shares (the “Repurchased Shares”), which represents 80% of the total Consideration Shares. In connection therewith, the Company shall pay Stockholder $0.00005080 per Repurchased Share for a total payment of $775.24 (the “Purchase Price”). The Stockholder acknowledges that the Repurchase Option under the Prior Agreement applies and has been triggered with respect to the Repurchased Shares and agrees to sell the Repurchased Shares to the Company for the Repurchase Price. Stockholder agrees to sign a stock power substantially in the form of

Exhibit A attached to this Agreement or in a form otherwise agreed to by the parties (a “Stock Power”), executed by Stockholder and by Stockholder’s spouse, to the General Counsel of the Company or to another designee of the Company. Stockholder further agrees to execute any additional documents or instruments as may be reasonably requested by the Company to give effect to the repurchase of the Repurchased Shares by the Company. Payment of the Repurchase Price will be made upon or promptly following the Effective Date by check or wire transfer of immediately available funds.

2.Remaining Shares; Repurchase Option.

(a)The 3,815,135 Consideration Shares not repurchased by the Company pursuant to Section 1(a) above (the “Remaining Shares”) shall be subject to the transfer restrictions described in Section 5 hereof (the “Transfer Restrictions”). The parties agree that the transfer restrictions set forth in Section 2.1(a) and Section 2.1(b)(i) of the Latch Disclosure Schedule (as defined in the Agreement and Plan of Merger dated as of May 15, 2023 by and among HDW, the Company and other parties thereto) do not apply to the Remaining Shares.

(b)In the event any portion of the Remaining Shares have not been released from the Amended Repurchase Option (as defined below) and the Transfer Restrictions pursuant to Sections 3 and 5 below by the fifth anniversary of the Effective Date (the “Repurchase Trigger Date”), the Company shall have an irrevocable, exclusive option to repurchase (the “Amended Repurchase Option”) any Remaining Shares that have not yet been released from the Amended Repurchase Option and the Transfer Restrictions (the “Unreleased Shares”), at a price per share equal to the lesser of (x) the fair market value of the Remaining Shares at the time the Amended Repurchase Option is exercised, as determined by the Company’s board of directors based on the most recent closing or trading stock price on any applicable securities exchange or market (if applicable) and (y) $0.00005080 (the “Repurchase Price”). The Company must, if at all, exercise its Amended Repurchase Option as to any or all of the Unreleased Shares within 60 days after the Repurchase Trigger Date or the Advisory Termination Date (as defined below), as applicable; provided, however, that without requirement of further action on the part of either party hereto, the Amended Repurchase Option shall be deemed to have been automatically exercised as to all Unreleased Shares at 5:00 p.m. (Pacific Time) as of the date that is 60 days following the earlier of the Repurchase Trigger Date or the Advisory Termination Date, as applicable, unless the Company declines in writing to exercise its Repurchase Option prior to such time; and provided, further, that notwithstanding the above, the Repurchase Option shall not be deemed to have been automatically exercised, and shall instead be deemed to become temporarily unexercisable as of such time and date in any case where such automatic exercise would result in a violation of applicable law. The Repurchase Option shall once again be deemed exercisable (or, as provided above, exercised) as soon as a violation of applicable law would not result from its exercise.

(c)If the Company decides not to exercise its Amended Repurchase Option, it shall notify Stockholder in writing within 30 days of the Repurchase Trigger Date or the Advisory Termination Date, as applicable and, following Stockholder’s receipt of such notice, all Unreleased Shares shall no longer be subject to the Amended Repurchase Option or the Transfer Restrictions. If the Amended Repurchase Option is exercised, or deemed exercised, within 60 days of the earlier of the Repurchase Trigger Date or the Advisory Termination Date, as applicable, the Company shall deliver payment to Stockholder, by any of the following methods, in the Company’s sole discretion: (i) delivering to Stockholder or Stockholder’s executor a check in the amount of the aggregate Repurchase Price, (ii) canceling an amount of Stockholder’s indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) any combination of (i) and (ii) such that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price.

(d)In the event that the Amended Repurchase Option is exercised or deemed exercised, the sole right and remedy of Stockholder thereafter shall be to receive the Repurchase Price, and in no case shall Stockholder have any claim of ownership as to any of the Unreleased Shares.

(e)The Company in its sole discretion may assign all or part of the Amended Repurchase Option to one or more employees, officers, directors or stockholders of the Company or other persons or organizations; provided, that, after any such assignment, the Company remains secondarily liable for its obligations hereunder.

3.Release of Shares from Transfer Restriction and Amended Repurchase Option.

(a)The Remaining Shares shall be split into two tranches with different provisions governing their release from the Amended Repurchase Option and the Transfer Restrictions: the Separation Shares and the Advisory Shares (each as hereafter defined). The “Separation Shares” shall consist of 2,861,351 shares (representing 75% of the Remaining Shares) and be released from the Amended Repurchase Option and the Transfer Restrictions in equal tranches (each, a “Release Tranche”) as follows:

(i)20% of the Separation Shares shall be released when the average final trading price of the Company’s common stock as reported by Bloomberg for any 60-trading day period prior to the Repurchase Trigger Date (the “Threshold Price”) is $1.00 (the “First Tier”);

(ii)20% of the Separation Shares shall be released when the Threshold Price is $2.00 (the “Second Tier”);

(iii)20% of the Separation Shares shall be released when the Threshold Price is $3.00 (the “Third Tier”);

(iv)20% of the Separation Shares shall be released when the Threshold Price is $4.00 (the “Fourth Tier”); and

(v)20% of the Separation Shares shall be released when the Threshold Price is $5.00 (the “Fifth Tier” and, collectively with the other respectively named tiers, the “Price Tiers”). Upon the Threshold Price being reached for each Release Tranche, such Release Tranche shall be deemed an “Earned Tranche.”

(b)The “Advisory Shares” shall consist of 953,784 shares (representing 25% of the Remaining Shares) and be released from the Amended Repurchase Option and the Transfer Restrictions as follows:

(i)All of the Advisory Shares shall be released on the Advisory End Date (as defined in the Separation and Advisory Agreement), provided that a Termination of Advisory Services under the Separation and Advisory Services Agreement (as defined therein) has not occurred prior to such date.

(ii)In the event of a Termination of Advisory Services by Stockholder prior to the Advisory End Date other than for Good Reason (as defined below), the Amended Repurchase Option shall immediately apply to all of the Advisory Shares, which shall be Unreleased Shares as of the date of such termination (the “Advisory Termination Date”) and the Company shall be deemed to have automatically exercised such Amended Repurchase Option with respect thereto. “Good Reason” means a

material breach by the Company of any term of the Separation and Advisory Agreement, this Agreement or the Indemnification Agreement (as defined in the Separation and Advisory Agreement). Notwithstanding the foregoing, no Good Reason will have occurred unless and until: (a) Stockholder has provided the Company, within sixty (60) days of Stockholder’s knowledge of the occurrence of the facts and circumstances underlying the Good Reason event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Good Reason; (b) the Company has had an opportunity to cure the same within thirty (30) days after the receipt of such notice; and (c) the Company shall have failed to so cure within such period.

(iii)In the event of a Termination of Advisory Services by Latch Systems as a result of the Stockholder’s willful failure or refusal to perform the Advisors Services in good faith in accordance with the terms of the Separation and Advisory Agreement (a “Termination for Cause”), if Latch Systems has provided the Stockholder at least 30 days’ written notice of its intent to terminate the Advisory Services on account of such willful failure or refusal, which notice must state with reasonable specificity the circumstances alleged to constitute such willful failure or refusal, and such circumstances remain uncured for a period of at least 30 days following the date of such notice, the Amended Repurchase Option shall immediately apply to all of the Advisory Shares, which shall be Unreleased Shares as of the Advisory Termination Date, and the Company shall be deemed to have automatically exercised such Amended Repurchase Option with respect thereto.

(iv)In the event of (a) a Termination of Advisory Services by Latch Systems, other than a Termination for Cause, (b) a Termination of Advisory Services by Stockholder with Good Reason or (c) a Change in Control (as defined in the Company’s 2021 Incentive Award Plan) prior to the Advisory End Date, the Amended Repurchase Option shall immediately apply to the portion of the Advisory Shares represented by the solution to the equation, (1 – X/730) * the number of Advisory Shares, where “X” equals the number of days elapsed between the Separation Date (as defined in the Separation and Advisory Agreement) and the Advisory Termination Date, and the Company shall be deemed to have automatically exercised such Amended Repurchase Option with respect thereto. With respect to the Advisory Shares to which the Amended Repurchase Option does not apply, such Advisory Shares shall be released from the Amended Repurchase Option and the Transfer Restrictions on the Advisory Termination Date.

(c)Notwithstanding the foregoing, in the event of a Change in Control prior to the Repurchase Trigger Date:

(i)upon the closing of such transaction, the Threshold Price shall be deemed to be the price per share to be received by securityholders in connection with the Change in Control transaction, as determined reasonably and in good faith by the Company’s board of directors (the “CIC Price”),

(ii)subject to Section 3(d) below, any Release Tranches for which the Threshold Price has not been attained shall thereupon become subject to the Amended Repurchase Option, and the Company shall be deemed to have automatically exercised such Amended Repurchase Option with respect thereto, and

(iii)any Earned Tranches and the Partial Earned Tranche (as defined below), if any, shall be released from the Amended Repurchase Option and the Transfer Restrictions.

(i)In addition, notwithstanding the foregoing, (i) in the event a Change in Control occurs and the CIC Price falls between two Price Tiers, then a portion of the Release Tranche (the “Straddle Tranche”) corresponding to the higher of such Price Tiers shall be considered earned, which portion shall be determined using straight line interpolation between the corresponding Price Tiers (such earned portion of the Straddle Tranche, the “Partial Earned Tranche”). The Partial Earned Tranche shall be released from the Amended Repurchase Option and the Transfer Restrictions and the portion of the applicable Straddle Tranche that is not the Partial Earned Tranche will become subject to the Amended Repurchase Option, and the Company shall be deemed to have automatically exercised such Amended Repurchase Option with respect thereto.

(d)Subject to the provisions of Section 4, the Remaining Shares that have been released from the Company’s Amended Repurchase Option and the Transfer Restrictions shall be delivered to Stockholder at Stockholder’s request.

4.Tax Advisors. Stockholder has reviewed with Stockholder’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by the Merger and this Agreement. Stockholder is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Stockholder understands that Stockholder (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by the Merger and this Agreement and Stockholders expressly agrees that Stockholder will pay all such taxes when due, provided, however that nothing herein shall preclude Stockholder from contesting any assessment of tax liability from any taxing authority. Subject to the foregoing proviso, Stockholder will, upon written request from the Company, provide to the Company such documents or other materials as may be reasonably requested by the Company to demonstrate payment of such taxes. In the event any taxing authority assesses any tax liability against the Company (whether for withholding or otherwise) arising from the issuance of the Consideration Shares to the Stockholder in connection with the transactions contemplated by the Merger and the Prior Agreement, the Stockholder and the Company will reasonably cooperate in connection with responding to or contesting such assessment.

5.Transfer Restrictions. Stockholder shall not Transfer any Unreleased Shares or any beneficial interest in such Unreleased Shares. “Transfer” shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder with respect to, any security, (ii) 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 (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii). Notwithstanding the provisions set forth above, Transfers of Unreleased Shares are permitted: (a) to the Company’s officers or directors or any affiliate or family member of any of the Company’s officers or directors; (b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) pursuant to an order of a court of competent jurisdiction (such as in connection with divorce, bankruptcy or liquidation); (f) by a partnership or limited liability company through a distribution to its partners or members, as applicable, in each case without consideration; (g) by operation of law (including a consolidation or merger) or as pursuant to the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity; or (h) to one or more of Stockholder’s affiliates; provided, however, that in the case of clauses (a) through (h), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by these Transfer Restrictions.

6.Legends. Stockholder understands and agrees that the certificates or book-entry records evidencing the Remaining Shares may bear the following legends in substantially the following form (in addition to any legend required by this Agreement or under applicable state securities laws or any legend as provided under the Merger Agreement):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A REPURCHASE RIGHT HELD BY THE COMPANY OR ITS ASSIGNEE(S) AS SET FORTH IN THE AMENDED AND RESTATED STOCK RESTRICTION AND ADVISORY AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. SUCH RIGHTS ARE BINDING ON THESE SHARES.”

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE PURSUANT TO AN AMENDED AND RESTATED STOCK RESTRICTION AND PURCHASE AGREEMENT, AMONG THE

COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

7.Miscellaneous.

(a)Voluntary Nature of Agreement. Stockholder acknowledges and agrees that he/she is executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Stockholder further acknowledges and agrees that he/she has carefully read this Agreement and that he/she has asked any questions needed to fully understand the terms, consequences, and binding effect of this Agreement. Stockholder agrees that he/she has been provided an opportunity to seek the advice of an attorney of his/her choice before signing this Agreement.

(b)Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and Stockholder.

(c)Notices. All notices and other communications hereunder must be in writing and will be deemed to have been duly delivered and received hereunder (i) four business days after being sent by registered or certified mail, return receipt requested, postage prepaid; (ii) one business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service; or (iii) subject to the below, immediately upon delivery by hand or by email transmission, in each case, addressed to the parties at the addresses provided to the Company (which the Company agrees to disclose to the other parties upon request) or such other address as a party may request by notifying the other in writing. Any notice received by email at the addressee’s email address or otherwise at the addressee’s location on any business day after 5:00 p.m., Pacific time, or on any day that is not a business day will be deemed to have been received at 9:00 a.m., Pacific time, on the next business day. From time to time, any party may provide notice to the other parties of a change in its address or email address through a notice given in accordance with this Section 7(c). With respect to any notice given by the Company under any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or Bylaws, each Stockholder agrees that such notice may be given by facsimile or e-mail. In the event of any conflict between the Company’s books and records and this Agreement or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

(d)Governing Law. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(e)Waiver of Jury Trial. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(f)Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which executes and delivers the assumption agreement described in this section or which becomes bound by the terms of this Agreement by operation of law.

(g)Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

(h)Entire Agreement. This Agreement, together with the exhibits and schedules hereto, constitutes the entire agreement and supersedes in its entirety the Prior Agreement and all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof, and this Agreement is not intended to grant standing to any person other than the parties hereto.

(i)Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.

(j)Severability. Any term or provision of this Agreement that is held to be invalid or unenforceable in a court of competent jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement. Upon such a determination, 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 fullest extent possible. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

(k)Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties. Signatures to the Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

(l)Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

(m)Adjustment for Stock Split; Successor Securities. All references to the number of Remaining Shares and the purchase price of the Remaining Shares in this Agreement shall be adjusted to reflect any stock split, stock dividend or other change in the Remaining Shares which may be made after the date of this Agreement. In the event the Remaining Shares are converted into or exchanged for any other securities or property, the Amended Repurchase Option and other terms and conditions of this Agreement shall apply to such securities or property mutatis mutandis.

(n)Rights as Stockholder. Subject to the terms and conditions of this Agreement, Stockholder shall have all of the rights of a stockholder of the Company with respect to the Remaining Shares from and after the date that Stockholder delivers a fully executed copy of this Agreement (including the applicable exhibit(s) and attachment(s) to this Agreement), and until such time as Stockholder disposes of the Remaining Shares in accordance with this Agreement. Upon such transfer, Stockholder shall have no further rights as a holder of such Remaining Shares so received except (in the case of a transfer to the Company) the right to receive payment for the Remaining Shares so received in accordance with the provisions of this Agreement, and Stockholder shall forthwith cause any certificate(s) evidencing the Remaining Shares so received to be surrendered to the Company for transfer or cancellation.

(o)Reliance on Counsel and Advisors. Stockholder acknowledges that he or she has had the opportunity to review this Agreement, including all attachments hereto, and the transactions contemplated by this Agreement with his or her own legal counsel, tax advisors and other advisors. Stockholder is relying solely on his or her own counsel and advisors and not on any statements or representations of the Company or its agents for legal or other advice with respect to this investment or the transactions contemplated by this Agreement.

[Signature Page Follows]

The parties represent that they have read this Agreement in its entirety, have had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understand this Agreement. Stockholder agrees to notify the Company of any change in his or her address below.


STOCKHOLDER						LATCH, INC., a Delaware corporation

/s/ James Siminoff						/s/ Priyen Patel
James Siminoff						Priyen Patel,
						General Counsel and Secretary
Stockholder Address:

Email:

Exhibit A

Stock Power

FOR VALUE RECEIVED and pursuant to that certain Amended and Restated Common Stock Restriction and Repurchase Agreement dated as of [●], 2024, the undersigned hereby sells, assigns and transfers unto ________________________, ______________________ (______) shares of Common Stock of Latch, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by certificate number _______ delivered herewith, and does hereby irrevocably constitute and appoint ______________________ as attorney-in-fact, with full power of substitution, to transfer said stock on the books of said corporation.

Dated:______________ ___, _____

STOCKHOLDER:

By:

STOCKHOLDER SPOUSE:

By:

Instruction: Please do not fill in any blanks other than the signature and name lines.

Exhibit 99.1

Latch Announces Jamie Siminoff Will Transition to Advisory Role in 2025

The company’s St. Louis-based leadership team will continue executing the strategy Siminoff has laid out, focusing on efficiency and delivering value for customers.

ST. LOUIS - Nov. 19, 2024 - Latch, Inc., soon to be DOOR, today announced Jamie Siminoff, Chief Strategy Officer, will step down from his current role and transition to the advisory role of Doorman in 2025. Over the last year and a half, the team at DOOR has built upon the foundation of Latch’s existing access control solutions and entry systems with new products and services that deliver the connected residential living experience people expect in today’s world. With a continued focus on operational discipline and efficiency, the company will be executing its strategy from its headquarters in St. Louis.

“I joined Latch to help build a foundation for growth, and I believe we have done just that,” said Siminoff. “We have invented around the future of multifamily property management, joining forces with key partners, introducing innovative new products, and launching the DOOR brand and app to expand the possibilities of what Latch can do. We have worked hard to establish the Latch headquarters in St. Louis, and the core management team based there will continue to realize our vision, with a focus on innovating the way we live in our homes and buildings. I look forward to continuing to support the team as Doorman.”

Since Latch acquired Honest Day’s Work in July 2023, Siminoff and the Latch team have continued advancing the company’s strategic vision. Highlights include:

●Opening a 62,000+ square foot headquarters and warehouse in St. Louis, which now employs 50+ Latch team members and enables the company to better support its customers and drive operational efficiency.

●Key leadership hires, including David Lillis, SVP of Finance, and Chris Peckham, Head of Sales, who lead the St. Louis headquarters.

●Launching the DOOR app to bring together products, services, technology, and community that improve the residential living experience and reduce costs for building owners.

●Launching the James app, which enables drivers to seamlessly book clients and manage their businesses.

●Introducing several hardware products, including a new suite of smart sensors and IoT products that enable facility managers to monitor buildings from the DOOR app; the M3 Retrofit Lock, which retrofits to common mortise locks; the R2 Retrofit Kit to replace outdated access readers with mobile-enabled functionality; and the refreshed DOOR Link and new DOOR Solar Sign.

●Acquiring HelloTech, a service platform delivering on-demand, last-mile installation, setup, and connected device support.

●Launching DOOR Property Management through the acquisition of The Broadway Company’s property management division. This strategic acquisition enables Latch to operate the entire property stack from physical management to advanced technology solutions.

Siminoff will be at Latch’s ISC East booth (#1129) this week in New York, where the company is showcasing its products and services. Siminoff will make the transition to Doorman effective January 1, 2025.

About Latch, Inc.

Latch makes spaces better places to live, work, and visit through a system of software, devices, and services. For more information, please visit www.latch.com.

About DOOR

DOOR is on a mission to enhance the residential living experience with its DOOR app, which brings together products, services, technology, and community to reduce costs for building owners and deliver the living experience residents expect in today’s world. Built on the strong foundation Latch established with its access control and entry systems, the DOOR app is anchored by the Doorman, an AI assistant that combines the technology and unique data of each building to serve timely and relevant information to residents and property managers. From access control to monitoring for leaky toilets and checking the status of amenities and service providers, DOOR supports all the needs of residential living in one, easy-to-use app. Visit DOOR.com to learn more.

Forward Looking Statements

This release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "would," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward-looking information includes, but is not limited to, statements regarding: the company's products and product releases, performance, and operations, and the related benefits to stockholders, customers, and residents; and transitions in the company’s management team. Many factors could cause actual future events to differ materially from the forward-looking statements in this release, including: the company's ability to implement business plans; installation and implementation of new products by customers; and other factors outside of the company’s control. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the company's Annual Report on Form 10-K filed with the SEC on March 1, 2022, and other documents filed by the company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law, including the securities laws of the United States and the rules and regulations of the SEC. The company does not give any assurance that it will achieve its expectations.

Media Contact

press@door.com

###

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 18, 2024
Entity Registrant Name	Latch, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39688
Entity Tax Identification Number	85-3087759
Entity Address, Address Line One	1220 N Price Road, Suite 2
Entity Address, City or Town	Olivette
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63132
City Area Code	314
Local Phone Number	200-5218
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001826000

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