REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of , 2021, is made and entered into by and among Thimble Point Acquisition Corp., a Delaware corporation (the Company), LJ10 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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement, dated as of December 7, 2020 pursuant to which the Sponsor purchased an aggregate of 5,750,000 shares after giving effect to stock-splits occurring on or prior to the date hereof (the Founder Shares) of the Companys Class B common stock, par value $0.0001 per share (the Class B Common Stock) (up to 750,000 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters over-allotment option is exercised), 150,000 of which were subsequently transferred to certain of the Sponsors independent directors;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on , 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase an aggregate of 4,000,000 warrants (or up to 4,400,000 warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Warrants), in a private placement occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officer and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into warrants (Working Capital Warrants) at a price of $1.50 per warrant;
WHEREAS, on , 2021, the Company and KLP SPAC 1 LLC entered into that certain Forward Purchase Agreement (the Forward Purchase Agreement) in connection with the Companys initial public offering; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or