TAX RECEIVABLE AGREEMENT among REPAY HOLDINGS CORPORATION and THE PERSONS NAMED HEREIN Dated as of ___, 2019Tax Receivable Agreement • January 22nd, 2019 • Thunder Bridge Acquisition LTD • Blank checks • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of ____, 2019, is hereby entered into by and among Repay Holdings Corporation, a Delaware corporation (the “Corporate Taxpayer”), and each of the other persons from time to time party hereto (the “TRA Parties”).
AGREEMENT AND PLAN OF MERGER by and among Thunder Bridge Acquisition, Ltd., TB Acquisition Merger Sub LLC, Hawk Parent Holdings LLC, and CC Payment Holdings, L.L.C., as the Company Securityholder Representative, Dated as of January 21, 2019Agreement and Plan of Merger • January 22nd, 2019 • Thunder Bridge Acquisition LTD • Blank checks • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 21st day of January, 2019, by and among Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company (“Parent”), TB Acquisition Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), Hawk Parent Holdings LLC, a Delaware limited liability company (the “Company”) and, solely in its capacity as the Company Securityholder Representative, CC Payment Holdings, L.L.C., a Delaware limited liability company (the “Company Securityholder Representative”). Parent, Merger Sub, the Company and the Company Securityholder Representative may be referred to herein, collectively, as the “Parties” and, individually, as a “Party”.
COMPANY EQUITY HOLDER SUPPORT AGREEMENTCompany Equity Holder Support Agreement • January 22nd, 2019 • Thunder Bridge Acquisition LTD • Blank checks
This Company Equity Holder Support Agreement (this “Agreement”) is being executed and delivered as of January 21, 2019, by the individual named on the signature page hereto and one or more Affiliates of such individual named on the signature page hereto (collectively, the “Restricted Party”) and, solely for purposes of Section 12 hereof, Hawk Buyer Holdings, LLC (the “2016 Buyer”), in favor of, and for the benefit of Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company (together with its successors, including the resulting Delaware corporation after the consummation of the Domestication (as defined below), “Parent”), Hawk Parent Holdings LLC, a Delaware limited liability company (together with its successors, including the surviving limited liability company in the Merger (as defined below), the “Company”), and each of Parent’s and the Company’s present and future successors and direct and indirect Subsidiaries (collectively with Parent and the Company, the “Covered Parti
Thunder Bridge Acquisition, Ltd.Letter Agreement • January 22nd, 2019 • Thunder Bridge Acquisition LTD • Blank checks • New York
This letter agreement (the “Letter Agreement”) is entered into in connection with the contingent forward purchase contract (the “Purchase Contract”) by and among Monroe Capital LLC, a Delaware limited liability company (“Monroe”), Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (together with any successor entity thereto, including without limitation upon the Domestication (as defined below), the “Company”), and Thunder Bridge Acquisition LLC, a Delaware limited liability company (“Sponsor” and, together with the Monroe and the Company, the “Parties” and each, a “Party”), dated as of April 19, 2018. Capitalized terms use but not defied herein shall have the meanings ascribed to such terms in the Purchase Contract.
EXCHANGE AGREEMENTExchange Agreement • January 22nd, 2019 • Thunder Bridge Acquisition LTD • Blank checks • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], 2019, among Repay Holdings Corporation, a Delaware corporation, Hawk Parent Holdings, LLC, a Delaware limited liability company, and the holders, other than the Corporation, of LLC Units (as defined herein) from time to time party hereto.
