Think Elevation Capital Growth Opportunities One Letter Drive Building C, Suite Cm-420 San Francisco, CA 94129Securities Subscription Agreement • March 19th, 2021 • Think Elevation Capital Growth Opportunities • New York
Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of Think Elevation Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), to purchase 6,468,750 shares of Class B ordinary shares (the “Shares”), par value $0.0001 per share (the “Class B Ordinary Shares” and, together with all other classes of Company ordinary shares, the “Ordinary Shares”), of which up to 843,750 Shares are subject to complete or partial forfeiture by you if the underwriter of the initial public offering (“IPO”) of the Company does not fully exercise its over-allotment option (the “Over-allotment Option”). The terms of this letter agreement (this “Agreement”) on which the Company is willing to sell, and the Subscriber is willing to purchase, the Shares, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 18th, 2021 • Think Elevation Capital Growth Opportunities • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 18th, 2021 • Think Elevation Capital Growth Opportunities • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2021, is entered into by and between Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company”), and Think Elevation Capital LLC, a Delaware limited liability company (the “Purchaser”).
Think Elevation Capital Growth Opportunities One Letterman Drive Building C, Suite CM-420 San Francisco, California 94129 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 18th, 2021 • Think Elevation Capital Growth Opportunities • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company”), Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 25,875,000 of the Company’s units (including 3,375,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus
WARRANT AGREEMENT THINK ELEVATION CAPITAL GROWTH OPPORTUNITIES and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Dated [●], 2021Warrant Agreement • May 18th, 2021 • Think Elevation Capital Growth Opportunities • Blank checks • New York
This warrant agreement (this “Agreement”), dated [●], 2021, is by and between Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (in such capacity, the “Warrant Agent”).
22,500,000 Units Think Elevation Capital Growth Opportunities UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2021 • Think Elevation Capital Growth Opportunities • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2021 • Think Elevation Capital Growth Opportunities • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company”), Think Elevation Capital LLC, a Delaware limited liability company (the “Sponsor”), and each individual named on the signature pages hereto, (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 18th, 2021 • Think Elevation Capital Growth Opportunities • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Think Elevation Capital Growth Opportunities, a Cayman Islands exempted company (the “Company”), and U.S. Bank, National Association, a national banking association organized and existing under the laws of the United States of America (the “Trustee”).
THINK ELEVATION CAPITAL GROWTH OPPORTUNITIES One Letterman Drive Building C, Suite CM-420 San Francisco, California 94129Administrative Support Agreement • May 18th, 2021 • Think Elevation Capital Growth Opportunities • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Think Elevation Capital Growth Opportunities (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Think Elevation Capital LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at One Letterman Drive, Building C, Suite CM-240, San Francisco, California 94129 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on th
