warrants may be exercised at any given time by a holder thereof. As used herein, the term Business Combination (as described more fully in the Registration Statement) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
The Company has entered into an Investment Management Trust Agreement, effective as of , 2020, with Continental Stock Transfer & Trust Company (CST), as trustee, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the Trust Agreement), pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the Trust Account) for the benefit of the Company, the Underwriters and the holders of the Underwritten Securities and the Option Securities, if and when issued.
The Company has entered into a Warrant Agreement, effective as of , 2020, with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the Warrant Agreement), pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption, and exercise of the Warrants and Private Placement Warrants.
The Company has entered into a Securities Subscription Agreement, dated as of September 23, 2020 (the Founders Purchase Agreement), with TS Innovation Acquisitions Sponsor, L.L.C., a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor purchased an aggregate of 8,625,000 shares of Class B common stock, par value $0.0001 per share, of the Company (including the shares of Common Stock issuable upon conversion thereof, the Founder Shares), for an aggregate purchase price of $25,000. The Founder Shares are substantially similar to the shares of Common Stock included in the Units except as described in the Prospectus.
The Company has entered into a Private Placement Warrants Purchase Agreement with the Sponsor, effective as of , 2020 (the Warrant Subscription Agreement), pursuant to which the Sponsor agreed to purchase an aggregate of 5,333,334 warrants (or up to 5,933,334 warrants if the over-allotment option is exercised in full), at a price of $1.50 per Private Placement Warrant, each entitling the holder, upon exercise, to purchase one share of Common Stock (the Private Placement Warrants), for $11.50 per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described in the Prospectus.
The Company has entered into a Registration Rights Agreement, dated as of , 2020, with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the Registration Rights Agreement), pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares of Common Stock underlying the Founder Shares, the Private Placement Warrants and the Warrants that may be issued upon conversion of working capital loans, if any.
The Company has caused to be duly executed and delivered certain letter agreements, each dated , 2020, between the Sponsor and each of the Companys officers, directors, and director nominees, in the form filed as Exhibit 10.1 to the Registration Statement (each an Insider Letter and, together, the Insider Letters).