Annex B
Amendment to Investment Management Trust Agreement
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this Amendment Agreement), dated as of
, 2022, is made by and between Tishman Speyer Innovation Corp. II, a Delaware corporation (the Company), and Continental Stock
Transfer & Trust Company, a New York corporation (the Trustee), and amends that certain Investment Management Trust Company, effective as of February 11, 2021 (the Trust Agreement), by and
between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
WHEREAS, following the closing of the Companys initial public offering of 30,000,000 units (the Offering) and as of
February 17, 2021, a total of $300,000,000.00 of the net proceeds from the Offering was placed in the Trust Account;
WHEREAS,
Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes payable and up to $100,000 of such net interest to pay dissolution expenses, (x) upon receipt of, and only in accordance with, the terms of a Termination Letter in a form substantially similar to that attached to
the Trust Agreement as Exhibit A or Exhibit B, as applicable, or (y) the date which is 24 months after the closing of the Offering, if a Termination Letter has not been received by the Trustee prior to such date, in which case
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, shall be distributed to the Public Stockholders of record as of such date;
WHEREAS, Section 6(d) of the Trust Agreement provides that the Trust Agreement may not be changed, amended or modified without the
affirmative vote of sixty-five percent (65%) of the then outstanding shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock) and Class B common stock, par value $0.0001 per share
(the Class B Common Stock), of the Company, voting together as a single class; and
WHEREAS, at a
meeting of the stockholders of the Company held on or about the date hereof (the Special Meeting), at least sixty five percent (65%) of the voting power of all then outstanding shares of the Common Stock and the Class B
Common Stock have voted to approve this Amendment Agreement;
WHEREAS, at the Special Meeting, the stockholders of the Company also voted
to approve the amendment and restatement of the Companys amended and restated certificate of incorporation (the certificate of incorporation, as so amended and restated, the Second Amended and Restated Certificate);
and
WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Amendment to the Trust Agreement. Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms
of a letter from the Company (Termination Letter) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on
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