FORWARD PURCHASE AGREEMENT
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).
WHEREAS, the Company was incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a Business Combination);
WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the SEC) a registration statement on Form S-1 (as amended from time to time, the Registration Statement) for its initial public offering (IPO) of 20,000,000 units (or 23,000,000 units if the underwriters over-allotment option (the IPO Option) is exercised in full) (the Public Units) at a price of $10.00 per Public Unit, each Public Unit comprised of one share of Class A common stock, par value $0.0001 per share, of the Company (the Class A Shares, and the Class A Shares included in the Public Units, the Public Shares), and one-third of one redeemable warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share (the Warrants, and the Warrants included in the Public Units, the Public Warrants);
WHEREAS, the Companys sponsor, LJ9 LLC, has agreed to purchase an aggregate of 4,000,000 Warrants (or 4,400,000 Warrants if the IPO Option is exercised in full) at a price of $1.50 per warrant in a private placement that will close simultaneously with the closing of the IPO (the Private Placement Warrants);
WHEREAS, following the closing of the IPO (the IPO Closing), the Company will seek to identify and consummate a Business Combination;
WHEREAS, the parties wish to enter into this Agreement, pursuant to which concurrently with the closing of the Companys initial Business Combination (the Business Combination Closing), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, on a private placement basis, 2,500,000 Units (the Forward Purchase Units), with each Forward Purchase Unit consisting of one Class A Share (a Forward Purchase Share) and one-third of one warrant to purchase one Class A Share, for $10.00 per Forward Purchase Unit, or an aggregate purchase price of $25,000,000;
WHEREAS, proceeds from the IPO and the sale of the Private Placement Warrants in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the Trust Account), as described in the Registration Statement.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Sale and Purchase.
(a) Forward Purchase Units.
(i) Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 2,500,000 Forward Purchase Units for a purchase price of $10.00 per Forward Purchase Unit (the Forward Purchase Price), or $25,000,000 in the aggregate.