REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June [__], 2018, is made and entered into by and among Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), Thunder Bridge Acquisition LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and 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”).
UNDERWRITING AGREEMENT between THUNDER BRIDGE ACQUISITION, LTD. and CANTOR FITZGERALD & CO. Dated: _____________, 2018Underwriting Agreement • June 8th, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
The undersigned, Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENT between THUNDER BRIDGE ACQUISITION, LTD. andWarrant Agreement • June 8th, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June [__], 2018, is by and between Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • June 8th, 2018 • Thunder Bridge Acquisition LTD • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [●], 2018 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Thunder Bridge Acquisition, Ltd. Suite D203 Great Falls, Virginia 22066 Re: Initial Public Offering Gentlemen:Letter Agreement • June 8th, 2018 • Thunder Bridge Acquisition LTD • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. 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 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 8th, 2018 • Thunder Bridge Acquisition LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June [__], 2018, by and between Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
THUNDER BRIDGE ACQUISIITION, LTD.Thunder Bridge Acquisition LTD • June 8th, 2018 • Blank checks • New York
This letter agreement by and between Thunder Bridge Acquisition, Ltd. (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”):
