22,500,000 Units THUNDER BRIDGE CAPITAL PARTNERS IV INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
Thunder Bridge Capital Partners IV 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, 22,500,000 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 3,375,000 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 the
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 29, 2021, by and between Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Thunder Bridge Capital Partners II, Inc Suite D203 Great Falls, Virginia 22066Securities Subscription Agreement • March 16th, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into on January 7, 2021 by and between TBCP II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Thunder Bridge Capital Partners II, 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 5,750,00 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 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 “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2021, is made and entered into by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), and TBCP IV, 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 “Holder”).
June 29, 2021Underwriting Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, 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 IV, 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 25,875,000 of the Company’s units (including up to 3,375,000 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
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 21st, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Thunder Bridge Capital Partners IV Inc., a Delaware corporation (the “Company”), and [_______________] (“Indemnitee”).
THUNDER BRIDGE CAPITAL PARTNERS IV, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 29, 2021Warrant Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 29, 2021 is by and between Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 29th day of June 2021, by and between Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, and TBCP IV, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066.
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • June 21st, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of April 2021, by and between Thunder Bridge Capital Partners IV Inc., a Delaware corporation (the “Company”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, and TBCP IV, 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 IV, INC.Administrative Services Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This letter agreement by and between Thunder Bridge Capital Partners IV, 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 (a) the consummation by the Company of an initial business combination or (b) 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 IV, INC.Advisory Services Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This letter agreement by and between Thunder Bridge Capital Partners IV, 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 (A) the consummation by the Company of an initial business combination or (B) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BUSINESS COMBINATION AGREEMENT by and among THUNDER BRIDGE CAPITAL PARTNERS IV, INC., COINCHECK GROUP B.V.,Business Combination Agreement • March 22nd, 2022 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of March 22, 2022, by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), M1 Co G.K., a Japanese limited liability company (godo kaisha) (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (the “Company”). Thunder Bridge, PubCo, HoldCo, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.01.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2022 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________ 2022, is made and entered into by and among Coincheck Group B.V. (the “Company”), TBCP IV, LLC (“Thunder Bridge Sponsor”), Monex Group, Inc. (“Monex”), and the Persons set forth on Exhibit A hereto (collectively with the Thunder Bridge Sponsor, Monex and any other person or entity who hereafter becomes a party to this Agreement, each a “Holder” and collectively the “Holders”).
NON-REDEMPTION AND SHARE FORWARD AGREEMENTNon-Redemption and Share Forward Agreement • December 6th, 2024 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This NON-REDEMPTION AND SHARE FORWARD AGREEMENT (this “Agreement”) is entered into as of December 4, 2024 by and among (i) Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (together with its successors, “SPAC”), (ii) Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (together with its successors, “PubCo”), and (iii) Ghisallo Master Fund LP, a Cayman Islands exempted limited partnership (“Stockholder”). SPAC, PubCo, the Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 31st, 2023 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is entered into as of May 31, 2023, by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), M1 Co G.K., a Japanese limited liability company (godo kaisha) (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (the “Company”). Thunder Bridge, PubCo, HoldCo, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • March 22nd, 2022 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of March 22, 2022 by and among TBCP IV, LLC, a Delaware limited liability company (the “Sponsor”), Gary A. Simanson, as managing member of Sponsor (“Simanson”), Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (the “Company”), and Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) (“Monex”), and, collectively with the Sponsor, Simanson, Thunder Bridge, PubCo and the Company, the “Parties”.
COMPANY SUPPORT AGREEMENTCompany Support Agreement • March 22nd, 2022 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This Company Support Agreement, dated as of March 22, 2022 (this “Agreement”), is entered into by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) (“Monex”, or the “Equityholder”), and Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”). Thunder Bridge, Monex and PubCo are collectively referred to herein as the “Parties” and individually as a “Party.”
THUNDER BRIDGE CAPITAL PARTNERS IV INC.Administrative Services Agreement • June 21st, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This letter agreement by and between Thunder Bridge Capital Partners IV 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 (a) the consummation by the Company of an initial business combination or (b) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT TO COMPANY SUPPORT AGREEMENTCompany Support Agreement • December 6th, 2024 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This AMENDMENT TO COMPANY SUPPORT AGREEMENT (this “Amendment”), is entered into as of December 6, 2024, by and among TBCP IV, LLC, a Delaware limited liability company (“Thunder Bridge Sponsor”), Monex Group, Inc., a Japanese joint stock company (kabushiki kaisha) (“Monex” or the “Equityholder”), and Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”). Thunder Bridge Sponsor, Monex and PubCo are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).
THUNDER BRIDGE CAPITAL PARTNERS IV INC.Advisory Services Agreement • June 21st, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This letter agreement by and between Thunder Bridge Capital Partners IV 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 (A) the consummation by the Company of an initial business combination or (B) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 11th, 2024 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This THIRD AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is entered into as of October 8, 2024, by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), M1 Co G.K., a Japanese limited liability company (godo kaisha) (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (the “Company”). Thunder Bridge, PubCo, HoldCo, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • May 30th, 2024 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), is entered into as of May 28, 2024, by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), M1 Co G.K., a Japanese limited liability company (godo kaisha) (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (the “Company”). Thunder Bridge, PubCo, HoldCo, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).
FORM OF WARRANT ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption and Amendment Agreement • December 10th, 2024 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This Warrant Assumption and Amendment Agreement (this “Agreement”) is made as of December 10, 2024, by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), Coincheck Group N.V., a Dutch public limited liability company (“PubCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company as warrant agent (the “Warrant Agent”) and shall be effective as of the Merger Effective Time (as defined below).
BUSINESS COMBINATION AGREEMENT WAIVERBusiness Combination Agreement Waiver • December 6th, 2024 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT WAIVER (this “Waiver”), is entered into as of December 6, 2024, by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (“Thunder Bridge”), Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), M1 Co G.K., a Japanese limited liability company (godo kaisha) (“HoldCo”), Coincheck Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (the “Company”). Thunder Bridge, PubCo, HoldCo, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified, capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement (as defined below).
Lock-Up AGREEMENTLock-Up Agreement • March 22nd, 2022 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • Delaware
This Lock-Up Agreement, dated as of March 22, 2022 (this “Agreement”), is entered into by and among Coincheck Group B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“PubCo”), Coincheck, Inc., a Japanese joint stock company (kabushiki kaisha) (the “Company”), and the individual set forth on Schedule 1 attached hereto (the “Equityholder”). PubCo and the Equityholder are collectively referred to herein as the “Parties” and individually as a “Party.”
