22,500,000 Units THUNDER BRIDGE CAPITAL PARTNERS IV INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
Thunder Bridge Capital Partners IV Inc., a Delaware corporations (the “Company”), proposes, subject to the terms and conditions stated in this agreement (the “Agreement”), to sell to you and, as applicable, to the several underwriters named in hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 22,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Units”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,375,000 additional units to cover over-allotments, if any (the “Option Units”; the Option Units, together with the Underwritten Units, being hereinafter called the “ Public Units”). 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 29, 2021, by and between Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2021, is made and entered into by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), and TBCP IV, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each, a “Holder”).
June 29, 2021Underwriting Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), Morgan Stanley & Co., LLC 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 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to
THUNDER BRIDGE CAPITAL PARTNERS IV, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 29, 2021Warrant Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 29, 2021 is by and between Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 29th day of June 2021, by and between Thunder Bridge Capital Partners IV, Inc., a Delaware corporation (the “Company”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, and TBCP IV, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066.
THUNDER BRIDGE CAPITAL PARTNERS IV, INC.Administrative Services Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This letter agreement by and between Thunder Bridge Capital Partners IV, Inc. (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 (a) the consummation by the Company of an initial business combination or (b) 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 CAPITAL PARTNERS IV, INC.Advisory Services Agreement • July 2nd, 2021 • Thunder Bridge Capital Partners IV, Inc. • Blank checks • New York
This letter agreement by and between Thunder Bridge Capital Partners IV, Inc. (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 (A) the consummation by the Company of an initial business combination or (B) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
