THOMA BRAVO ADVANTAGE
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated [●], 2021
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).
WHEREAS, it is proposed that the Company enter into that certain Private Placement Warrant Purchase Agreement, with Thoma Bravo Advantage Sponsor, LLC a Cayman Islands limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of 14,666,667 private placement warrants (or 16,000,000 private placement warrants if the Over-allotment Option (as defined below) is exercised in full) (the Private Placement Warrants) bearing the legend set forth in Exhibit B hereto. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary Share (as defined below) at a price of $1.50 per share, subject to adjustment as described herein;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a Business Combination), the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant;
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one Ordinary Share (as defined below) and one-fifth of one Public Warrant (as defined below) (the Units, and such Ordinary Shares, the Public Shares) and, in connection therewith, has determined to issue and deliver up to 20,000,000 redeemable warrants (including up to 2,000,000 redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the Public Warrants and, together with the Private Placement Warrants, the Warrants). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (Ordinary Shares), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-251772, and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units, the Public Warrants and the Ordinary Shares included in the Units;