REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Sponsor currently owns 22,275,000 shares (up to 2,500,000 of which are subject to forfeiture) of the Companys Class B ordinary shares, par value $0.0001 per share (the Class B Ordinary Shares), and the other Holders currently own an aggregate of 225,000 Class B Ordinary Shares, which were purchased from the Sponsor;
WHEREAS, the Class B Ordinary Shares are convertible into the Companys Class A ordinary shares, par value $0.0001 per share (the Ordinary Shares), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated memorandum and articles of association, as may be amended from time to time;
WHEREAS, on [●], 2021, the Company and the Sponsor entered into that certain Private Placement Shares Purchase Agreement, pursuant to which the Sponsor agreed to purchase 2,200,000 Ordinary Shares (or up to 2,400,000 Ordinary Shares if the Underwriters (as defined below) option to purchase additional Ordinary Shares in connection with the Companys initial public offering is exercised in full) (the Private Placement Shares), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended Business Combination (as defined below), the Sponsor, an affiliate of the Sponsor or certain of the Companys officers or 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 shares of the post-Business Combination company at a price of $10.00 per share at the option of the lender (the Working Capital Shares); and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: