36,000,000 Units Thunder Bridge Capital Partners III Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
Thunder Bridge Capital Partners III Inc., a Delaware corporations (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to you and, as applicable, to the several underwriters named in hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 36,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,400,000 additional units to cover over-allotments, if any (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the “ Public Units”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as th
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 10th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 4, 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Thunder Bridge Capital Partners, Inc. Suite D203 Great Falls, Virginia 22066Securities Subscription Agreement • January 15th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 12, 2020 by and between TBCP, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Thunder Bridge Capital Partners, Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 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 “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 26th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 4, 2021, is made and entered into by and among Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and TBCP III, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holders”).
February 4, 2021 Thunder Bridge Capital Partners III Inc. Great Falls, VA 22066Underwriting Agreement • February 10th, 2021 • Thunder Bridge Capital Partners III Inc. • 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 Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), Morgan Stanley & Co., LLC as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 41,400,000 of the Company’s units (including up to 5,400,000 units that may be purchased 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 “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to
THUNDER BRIDGE CAPITAL PARTNERS III INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 4, 2021Warrant Agreement • February 10th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 4, 2021 is by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 10th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 4th day of February 2021, by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, and TBCP III, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066.
THUNDER BRIDGE CAPITAL PARTNERS III INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of _____, 2021Warrant Agreement • January 26th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ______, 2021 is by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
THUNDER BRIDGE CAPITAL PARTNERS III INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of _____, 2021Warrant Agreement • February 2nd, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ______, 2021 is by and between Thunder Bridge Capital Partners III Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
THUNDER BRIDGE CAPITAL PARTNERS III INC.Administrative Services Agreement • February 10th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
This letter agreement by and between Thunder Bridge Capital Partners III Inc. (the “Company”) and First Capital Group, LLC (“First Capital”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
THUNDER BRIDGE CAPITAL PARTNERS III INC.Advisory Services Agreement • February 10th, 2021 • Thunder Bridge Capital Partners III Inc. • Blank checks • New York
This letter agreement by and between Thunder Bridge Capital Partners III Inc. (the “Company”) and Thunder Bridge Capital, LLC (“TBC”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
