Attached files

file filename
EX-4.4 - FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND - Repay Holdings Corpfs12018a4ex4-4_thunder.htm
EX-99.8 - CONSENT OF MING SHU, PHD - Repay Holdings Corpfs12018a4ex99-8_thunder.htm
EX-99.7 - CONSENT OF ALLERD D. STIKKER - Repay Holdings Corpfs12018a4ex99-7_thunder.htm
EX-99.6 - CONSENT OF EUGENE S. PUTNAM, JR. - Repay Holdings Corpfs12018a4ex99-6_thunder.htm
EX-99.5 - CONSENT OF STEWART J. PAPERIN - Repay Holdings Corpfs12018a4ex99-5_thunder.htm
EX-99.4 - CONSENT OF ROBERT HARTHEIMER - Repay Holdings Corpfs12018a4ex99-4_thunder.htm
EX-99.3 - CONSENT OF PETER KIGHT - Repay Holdings Corpfs12018a4ex99-3_thunder.htm
EX-99.2 - FORM OF COMPENSATION COMMITTEE CHARTER - Repay Holdings Corpfs12018a4ex99-2_thunder.htm
EX-99.1 - FORM OF AUDIT COMMITTEE CHARTER - Repay Holdings Corpfs12018a4ex99-1_thunder.htm
EX-14 - FORM OF CODE OF ETHICS - Repay Holdings Corpfs12018a4ex14_thunder.htm
EX-10.8 - FORM OF INDEMNITY AGREEMENT - Repay Holdings Corpfs12018a4ex10-8_thunder.htm
EX-10.4 - FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURIT - Repay Holdings Corpfs12018a4ex10-4_thunder.htm
EX-10.3 - FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER - Repay Holdings Corpfs12018a4ex10-3_thunder.htm
EX-10.2 - FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND ITS OFFICERS, DIRECTORS AND TH - Repay Holdings Corpfs12018a4ex10-2_thunder.htm
EX-5.2 - OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP, COUNSEL TO THE REGISTRANT - Repay Holdings Corpfs12018a4ex5-2_thunder.htm
EX-5.1 - OPINION OF MAPLES AND CALDER, CAYMAN ISLANDS COUNSEL TO THE REGISTRANT - Repay Holdings Corpfs12018a4ex5-1_thunder.htm
EX-4.3 - SPECIMEN WARRANT CERTIFICATE - Repay Holdings Corpfs12018a4ex4-3_thunder.htm
EX-4.2 - SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE - Repay Holdings Corpfs12018a4ex4-2_thunder.htm
EX-4.1 - SPECIMEN UNIT CERTIFICATE - Repay Holdings Corpfs12018a4ex4-1_thunder.htm
EX-3.2 - FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION - Repay Holdings Corpfs12018a4ex3-2_thunder.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Repay Holdings Corpfs12018a4ex1-1_thunder.htm
S-1/A - AMENDMENT NO.4 TO FORM S-1 - Repay Holdings Corpfs12018a4_thunderbridge.htm

Exhibit 10.9

 

THUNDER BRIDGE ACQUISIITION, LTD.

9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066

June [__], 2018

 

First Capital Group, LLC

9912 Georgetown Pike

Suite D203

Great Falls, Virginia 22066

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Thunder Bridge Acquisition, 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”):

 

(i)    First Capital, an affiliate of the Company’s sponsor, Thunder Bridge Acquisition, LLC, shall make available, or cause to be made available, to the Company, at 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066 (or any successor location of First Capital), office space and administrative and support services. In exchange therefor, the Company shall pay First Capital the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and

 

(ii)     First Capital hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.

 

This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

 

This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.

 

No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.

 

This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

 

This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same letter agreement.

 

[Signature Page Follows]

 

 

 

  

  Very truly yours,
   
  THUNDER BRIDGE ACQUISITION, LTD.
     
  By:  
    Name:  Gary A. Simanson
    Title: Chief Executive Officer

 

AGREED TO AND ACCEPTED BY:  
   
FIRST CAPITAL GROUP, LLC  
       
By:    
  Name:  Gary A. Simanson  
  Title: Managing Director  

 

[Signature Page to Administrative Services Agreement]