REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ * ], 2019, is made and entered into by and among Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (the “Company”), Thunder Bridge Acquisition II 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”).
30,000,000 Units Thunder Bridge Acquisition II, Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
Thunder Bridge Acquisition II Ltd., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). 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 context requires. Certain capitalized terms us
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (the “Company”), and Thunder Bridge Acquisition II LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [__], 2019, is by and between Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, 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 [ ], 2019 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 II, Ltd. Suite D203 Great Falls, Virginia 22066 Re: Initial Public Offering Gentlemen:Letter Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, 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 II, Ltd., a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co. as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 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-half of one warrant. Each whole 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 i
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ * ], 2019, by and between Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
THUNDER BRIDGE ACQUISIITION II, LTD.Thunder Bridge Acquisiition • July 29th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
This letter agreement by and between Thunder Bridge Acquisition II, 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”):
THUNDER BRIDGE ACQUISIITION II, LTD.Thunder Bridge Acquisiition • July 29th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
This letter agreement by and between Thunder Bridge Acquisition II, Ltd. (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 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”):
Thunder Bridge Acquisition II Ltd. Great Falls, Virginia 22066 Ladies and Gentlemen:Letter Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
The parties hereto hereby enter into this side letter agreement (this “Agreement”), by and between Thunder Bridge Acquisition II Ltd. (the “Company”) and Monroe Capital LLC (“Monroe”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Monroe and the Company hereby agree as follows:
