STOCKHOLDERS AGREEMENT DATED AS OF [●], 2019 AMONG REPAY HOLDINGS CORPORATION AND THUNDER BRIDGE ACQUISITION LLCStockholders Agreement • May 29th, 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 Thunder Bridge Acquisition LLC, a Delaware limited liability company (the “Stockholder”).
PARENT SPONSOR DIRECTOR SUPPORT AGREEMENTParent Sponsor Director Support Agreement • May 29th, 2019 • Thunder Bridge Acquisition LTD • Blank checks
This Parent Sponsor Director Support Agreement (this “Agreement”) is being executed and delivered as of May 29, 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). Ea
SECOND AMENDMENT TO SPONSOR EARNOUT LETTER May 29, 2019Sponsor Earnout Letter • May 29th, 2019 • Thunder Bridge Acquisition LTD • Blank checks
This Second Amendment (this “Second Amendment”) to the Sponsor Earnout Letter (as defined below) is made and entered into as of the date first written above by and among Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (“Parent”), Thunder Bridge Acquisition LLC, a Delaware limited liability company (“Sponsor”), and Hawk Parent Holdings LLC, a Delaware limited liability company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sponsor Earnout Letter (and to the extent not defined therein, the Merger Agreement).
