THOMA BRAVO ADVANTAGE 90,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), proposes to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 90,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 10,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used in this Agreement and not otherwise defined are defined in Section 22 hereof.
Thoma Bravo Advantage Chicago, Illinois 60606Securities Subscription Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
This agreement (this “Agreement”) is entered into as of November 6, 2020 by and between Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 28,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 3,750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Overallotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2021 between Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”) and Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the “Purchaser”).
Thoma Bravo Advantage Chicago, Illinois 60606Underwriting Agreement • December 30th, 2020 • Thoma Bravo Advantage • 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 Thoma Bravo Advantage, a Cayman Islands exempted company, (the “Company”) and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 90,000,000 of the Company’s units (including up to 10,000,000 additional 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-fifth 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
WARRANT AGREEMENT THOMA BRAVO ADVANTAGE and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Thoma Bravo Advantage, a Cayman Islands exempted company (the “Company”), Thoma Bravo Advantage Sponsor, LLC, a Cayman Islands limited liability company (the “Sponsor”, and together with 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”).
Thoma Bravo AdvantageOffice Space and Administrative Services Agreement • December 30th, 2020 • Thoma Bravo Advantage • Blank checks
