EX-10.1




 Exhibit 10.1 

PROMISSORY NOTE 
  

			
	Principal Amount: $300,000	  	Dated as of May 13, 2022

 Tishman Speyer Innovation Corp. II, a Delaware corporation (the “Maker”), promises to
pay to the order of Tishman Speyer Innovation Sponsor II, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”) the principal sum of Three Hundred Thousand Dollars and No
Cents ($300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions
described below. 
 1. Principal and Drawdown Requests. 

(a) The principal balance of this Note shall be payable (the “Maturity Date”) on the consummation of the Maker’s
initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”). Payee understands that if
a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except to the extent that the Maker has funds available to it outside of its trust account established in connection with its
initial public offering. 
 (b) Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand Dollars
($300,000) in drawdowns under this Note. Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state
the amount to be drawn down, and must not be an amount less than Thousand Dollars ($1,000). Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided. No fees, payments or other
amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. 
 2. Interest. No interest shall
accrue on the unpaid principal balance of this Note. 
 3. Application of Payments. All payments shall be applied first to payment in
full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance
of this Note. 
 4. Events of Default. The following shall constitute an event of default (“Event of
Default”): 
 (a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this
Note within five (5) business days of the date specified above. 
 (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a
voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of
corporate action by Maker in furtherance of any of the foregoing. 
 (c) Involuntary Bankruptcy, Etc. The entry of a decree or order
for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for
a period of 60 consecutive days. 











 5. Remedies. 

(a) Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which
are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 
 (b) Upon
the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases
without any action on the part of Payee. 
 6. Conversion. Upon consummation of a Business Combination, the Payee shall have the
option, but not the obligation, to convert the principal balance of this Note, in whole or in part at the option of the Payee, into warrants (“Warrants”) of the Maker at a price of $1.50 per Warrant, each Warrant being
identical to the “private placement warrant” (as defined in Maker’s final prospectus dated February 11, 2021). As promptly after notice by Payee to Maker to convert the principal balance of this Note, which must be made at least
24 hours prior to the consummation of the Business Combination, as reasonably practicable and after Payee’s surrender of this Note, Maker shall have issued and delivered to Payee, without any charge to Payee, a certificate or certificates
(issued in the name(s) requested by Payee) or evidence of book-entries for the number of Warrants of Maker issuable upon the conversion of this Note. 

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of
dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or
extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee. 
  

	 	8.	 Liability. 



(a) Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this
Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by
Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or
sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. 
 (b) Notwithstanding anything
appearing to the contrary herein, (i) no affiliate of the Maker or Payee or any direct or indirect partner, member or shareholder or any affiliate thereof (or any officer, director, agent, manager, personal representative, trustee or employee,
any affiliate of the Maker or Payee or any such direct or indirect partner, member or shareholder) (collectively, the “Exculpated Parties”) shall be liable for the performance or non-
performance of the obligations hereunder, and (ii) the parties hereby agree to look solely to their respective assets for the satisfaction of any liability or obligation arising hereunder and further agree not to sue or otherwise seek to
enforce any such liability or obligation with respect to any matters arising out of or in connection herewith against any of the Exculpated Parties. 

9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing
and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such
party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in
writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or
electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail. 

  
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 10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. 
 11. Severability. Any provision contained in this Note
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 13.
Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee. 

14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by
operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void, provided that either party may assign or transfer this Note or any of the rights and
obligations hereunder to its affiliates. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note
to be duly executed by the undersigned as of the day and year first above written. 
  

			
	TISHMAN SPEYER INNOVATION CORP. II
		
	By:	 	/s/ Paul A. Galiano
		 	Name: Paul A. Galiano
		 	Title: Chief Financial Officer