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).
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 Class A common stock of the Company, par value $0.0001 per share (Common Stock), and one-fifth of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 5,000,000 warrants (or up to 5,750,000 warrants to the extent the Over-allotment Option (as defined below) is exercised) to public investors in the Offering (the Public Warrants);
WHEREAS, the Company has entered into that certain Private Placement Warrants Purchase Agreement (the Private Placement Warrants Purchase Agreement) with Tishman Speyer Innovation Sponsor II, L.L.C. (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of up to 4,666,667 warrants (or up to 5,166,667 warrants to the extent the Over-allotment Option is exercised) 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 Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or the Companys officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 warrants at a price of $1.50 per warrant (the Working Capital Warrants, and, together with the Private Placement Warrants and the Public Warrants, the Warrants);
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- (the Registration Statement), and a 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 Common Stock included in the Units;
WHEREAS, each whole Warrant entitles the holder thereof to purchase one share of 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 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;
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.