THOMA BRAVO ADVANTAGE 90,000,000 Class A Ordinary Shares1 UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2021 • 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 Class A ordinary shares, par value $0.0001 per share of the Company (the “Ordinary Shares”) (said Ordinary Shares 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 Ordinary Shares 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 60606Underwriting Agreement • January 7th, 2021 • 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 Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 7th, 2021 • 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 • January 7th, 2021 • 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”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • January 7th, 2021 • Thoma Bravo Advantage • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES 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”).
