INDEMNITY AGREEMENTIndemnity Agreement • January 26th, 2021 • Tishman Speyer Innovation Corp. II • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Tishman Speyer Innovation Corp. II, a Delaware corporation, (the “Company”), and __________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 26th, 2021 • Tishman Speyer Innovation Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), Tishman Speyer Innovation Sponsor II, L.L.C., a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 26th, 2021 • Tishman Speyer Innovation Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ________, 2021 by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
25,000,000 Units TISHMAN SPEYER INNOVATION CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2021 • Tishman Speyer Innovation Corp. II • Blank checks • New York
Tishman Speyer Innovation Corp. II, a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to BofA Securities, Inc. and Allen & Company LLC (collectively, the “Underwriters”) 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (the “Option Securities” and the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 21 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 26th, 2021 • Tishman Speyer Innovation Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), and Tishman Speyer Innovation Sponsor II, L.L.C., a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • January 26th, 2021 • Tishman Speyer Innovation Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [____], 2021, is by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
TS Innovation II Corp. New York, New York 10111Tishman Speyer Innovation Corp. II • January 26th, 2021 • Blank checks • Delaware
TS Innovation II Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by TS Innovation Sponsor II, L.L.C., a Delaware limited liability company (“Subscriber” or “you”), to purchase 8,625,000 shares of Class B common stock of the Company, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Class A common stock of the Company, $0.0001 par value per share (“Class A Common Stock”), and one, or a portion of one, warrant to purchase one share of Class A Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
Tishman Speyer Innovation Corp. II c/o Tishman Speyer 45 Rockefeller Plaza New York, New York 10111 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 26th, 2021 • Tishman Speyer Innovation Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Company”), and BofA Securities, Inc. and Allen & Company LLC (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public
Tishman Speyer Innovation Corp. II c/o Tishman Speyer New York, New York 10111Letter Agreement • January 26th, 2021 • Tishman Speyer Innovation Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and among Tishman Speyer Innovation Corp. II (the “Company”) and Tishman Speyer Innovation Sponsor II, L.L.C. (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
