INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 25th, 2021 • Thimble Point Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
20,000,000 Units Thimble Point Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2021 • Thimble Point Acquisition Corp. II • Blank checks • New York
Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 20,000,000 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 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters. Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 25th, 2021 • Thimble Point Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”), LJ9 LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
INDEMNITY AGREEMENTIndemnity Agreement • June 25th, 2021 • Thimble Point Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021 by and between Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned indemnitee (“Indemnitee”).
THIMBLE POINT ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of , 2021Warrant Agreement • June 25th, 2021 • Thimble Point Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021 is by and between Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
Thimble Point Acquisition Corp. II New Haven, Connecticut 06510Thimble Point Acquisition Corp. II • June 25th, 2021 • Blank checks • Delaware
Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by LJ9 LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 2,875,000 shares of Class B common stock of the Company, $0.0001 par value per share (the “Shares”), up to 375,000 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:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • June 25th, 2021 • Thimble Point Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2021, by and between Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”), and KLP SPAC 2 LLC (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • June 25th, 2021 • Thimble Point Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (this “Agreement”), is entered into by and between Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”), and LJ9 LLC, a Delaware limited liability company (the “Purchaser”).
Thimble Point Acquisition Corp. II New Haven, Connecticut 06510 Re: Initial Public Offering Ladies and Gentlemen:Thimble Point Acquisition Corp. II • June 25th, 2021 • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Thimble Point Acquisition Corp. II, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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 “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 accomp
Thimble Point Acquisition Corp. II New Haven, CT 06510Letter Agreement • June 25th, 2021 • Thimble Point Acquisition Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and among Thimble Point Acquisition Corp. II (the “Company”) and LJ9 LLC (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”):
AMENDMENT TO PROMISSORY NOTEPromissory Note • June 25th, 2021 • Thimble Point Acquisition Corp. II • Blank checks • New York
This Amendment, dated as of June 22, 2021 (this “Amendment”) to that certain Promissory Note, principal amount $300,000 (the “Note”), issued on February 16, 2021, is entered into by and among Thimble Point Acquisition Corp. II, a Delaware Corporation (the “Maker”) and LJ9 LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”).
