WARRANT AGREEMENTWarrant Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), and Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
THAYER VENTURES ACQUISITION CORPORATION 15,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
Thayer Ventures Acquisition Corporation. 25852 McBean Parkway, Suite 508 Valencia, CA 91355Letter Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Thayer Ventures Acquisition Corporation, a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated and Oppenheimer & Co. Inc. as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to 2,250,000 additional units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.5
SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 8, 2020, is made by and among Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), and the person or entity listed on Schedule A hereto (the “Unitholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of even date herewith, as amended and in effect from time to time (the “LLC Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 9th, 2020 • Thayer Ventures Acquisition Corp • Blank checks • New York
This Subscription Agreement (this “Agreement”) is entered into as of December 8, 2020 between Thayer Ventures Acquisition Holdings LLC, a Delaware limited liability company (the “Company”) and Polar Multi-Strategy Master Fund (the “Unitholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of even date herewith, as amended and in effect from time to time (the “LLC Agreement”).
