THIMBLE POINT ACQUISITION CORP.
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated as of February 1, 2021
THIS WARRANT AGREEMENT (this Agreement), dated as of February 1, 2021 is by and between Thimble Point Acquisition Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the Warrant Agent).
WHEREAS, on February 1, 2021 the Company entered into that certain Private Placement Warrants Purchase Agreement, with LJ10 LLC, a Delaware limited liability company (Sponsor), pursuant to which Sponsor will purchase an aggregate of up to 5,013,333 warrants (including up to 480,000 warrants subject to the Over-allotment Option (as defined below)) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the Initial Private Placement Warrants) at a purchase price of $1.50 per Initial Private Placement Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended Business Combination, the Sponsor or affiliates of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 may be convertible into up to an additional 1,000,000 warrants of the post Business Combination entity at a price of $1.50 per warrant (the Working Capital Warrants and, together with the Initial Private Placement Warrants, the Private Placement Warrants);
WHEREAS, on February 1, 2021, the Company entered into a Forward Purchase Agreement (the Forward Purchase Agreement) with KLP SPAC 1 LLC (the Anchor Investor) pursuant to which the Anchor Investor will be issued 5,000,000 forward purchase units (the Forward Purchase Units), each consisting of one forward purchase share (the Forward Purchase Shares) and one-third of one forward purchase warrant (the Forward Purchase Warrants) in a private placement that will close concurrently with the closing of the Companys initial Business Combination (as defined below);
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Common Stock (as defined below) and one-third of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 9,200,000 warrants (including up to 1,200,000 warrants subject to the Over-allotment Option) to public investors in the Offering (the Public Warrants and, together with the Initial Private Placement Warrants, the Working Capital Warrants and the Forward Purchase Warrants, the Warrants). Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001 per share (Common Stock), for $11.50 per whole share, subject to adjustment as described herein. Only whole warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-252150 and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the shares of Common Stock included in the Units;
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;