EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 21, 2019, by and between M & A Ventures, LLC, a Georgia limited liability company d/b/a “Realtime Electronic Payments” (the “Company”); and Tim Murphy, a resident of the State of Georgia (“Executive”).
Second AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HAWK PARENT HOLDINGS LLC Dated as of [●], 2019Limited Liability Company Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • Delaware
This Second AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Hawk Parent Holdings LLC (the “Company”), is made as of [●], 2019 (the “Effective Date”) by and among Repay Holdings Corporation, a Delaware corporation, as the Managing Member, and the Members whose names are set forth in the books and records of the Company.
FORM OF FOUNDER STOCKHOLDERS AGREEMENT DATED AS OF [●], 2019 AMONG REPAY HOLDINGS CORPORATION AND THE FOUNDERS PARTY HERETOFounder Stockholders Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • New York
This Founder Stockholders Agreement is entered into as of [●], 2019 by and among Repay Holdings Corporation, a Delaware corporation and the successor to Parent (as defined below) (together with Parent to the extent applicable, the “Company”), John A. Morris (“Morris”), Shaler V. Alias (“Alias) and each of the other parties from time to time party hereto (each, including Morris and Alias, a “Stockholder” and collectively, the “Stockholders”). Morris and Alias are sometimes referred to herein, individually, as a “Founder” and, collectively, as the “Founders.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • New York
This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of [●], 2019, and is by and among Repay Holdings Corporation, a Delaware corporation and the successor to Thunder Bridge Acquisition Ltd., a Cayman Islands exempted company, pursuant to its statutory conversion into a Delaware corporation in accordance with the applicable provisions of the Companies Law (2018 Revision) of the Cayman Islands (the “Company”), CC Payment Holdings, L.L.C. and its related vehicles (“Corsair”) and each of the stockholders of the Company identified on the signature pages hereto (together with Corsair, the “Stockholders”, and individually a “Stockholder”). References to Corsair include all of its affiliated private equity funds, including co-invest and side-by-side entities, that hold shares (as defined below). References to Stockholders also include transferees to whom a Stockholder transfers shares and related rights under this Agreement in accordance with Section
CORSAIR DIRECTOR SUPPORT AGREEMENTDirector Support Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks
This Corsair Director Support Agreement (this “Agreement”) is being executed and delivered as of January 21, 2019, by the individual named on the signature page hereto (the “Restricted Party”), 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 Parties;” provided, however, any Subsidiary of Parent or the Company shall be deemed a Covered Party solely during the period for which such Person is a Subsidiary of Parent or the Company). Each
PARENT SPONSOR DIRECTOR SUPPORT AGREEMENTParent Sponsor Director Support Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks
This Parent Sponsor Director Support Agreement (this “Agreement”) is being executed and delivered as of January 21, 2019, by the individual named on the signature page hereto (the “Restricted Party”), 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 Parties;” provided, however, any Subsidiary of Parent or the Company shall be deemed a Covered Party solely during the period for which such Person is a Subsidiary of Parent or the Company)
COMPANY EQUITY HOLDER SUPPORT AGREEMENTCompany Equity Holder Support Agreement • February 12th, 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 (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 Parties;” provided, however, any Subsidiary of Parent or the Company shall be deemed a Covered Party
AMENDED AND RESTATED 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 effective as...Agreement and Plan of Merger • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • New York
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into effective 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”.
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “First Amendment”) is entered into on [●], 2019, and shall be effective as of the Effective Time (defined below), by and among: (i) Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (together with any successor thereto, including upon the Domestication (as defined below), the “Company”), (ii) Thunder Bridge Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and (iii) Cantor Fitzgerald & Co. (“Cantor”).1 Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
FORM OF SUBSCRIPTION AND DISTRIBUTION AGREEMENTSubscription and Distribution Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • Delaware
THIS SUBSCRIPTION AND DISTRIBUTION AGREEMENT (this “Agreement”) by and between Repay Holdings Corporation, a Delaware corporation (the “Surviving Pubco”), and Hawk Parent Holdings LLC, a Delaware limited liability company (the “Surviving Company”) is made as of [●], 2019.
FORM OF STOCKHOLDERS AGREEMENT DATED AS OF [●], 2019 AMONG REPAY HOLDINGS CORPORATION AND GARY A. SIMANSONStockholders Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • New York
This Stockholders Agreement is entered into as of [●], 2019 by and among Repay Holdings Corporation, a Delaware corporation and the successor to Parent (as defined below) (together with Parent to the extent applicable, the “Company”), and Gary A. Simanson (the “Stockholder”).
FORM OF COMPANY SPONSOR STOCKHOLDERS AGREEMENT DATED AS OF [●], 2019 AMONG REPAY HOLDINGS CORPORATION AND CC PAYMENT HOLDINGS, L.L.C.Company Stockholders Agreement • February 12th, 2019 • Thunder Bridge Acquisition LTD • Blank checks • New York
This Company Sponsor Stockholders Agreement is entered into as of [●], 2019 by and among Repay Holdings Corporation, a Delaware corporation and the successor to Parent (as defined below) (together with Parent to the extent applicable, the “Company”), CC Payment Holdings, L.L.C. each of the other parties from time to time party hereto (each, a “Stockholder” and collectively, the “Stockholders”).
