Exhibit 10.1


 


______, 2021


 


Thunder Bridge Capital Partners III Inc.


9912 Georgetown Pike, Suite D203


Great Falls, VA 22066


 


		Re:	Initial
Public Offering


 


Ladies and Gentlemen:


 


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 III 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 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one-quarter 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 a registration statement on Form S-1 (File No. 333-252109) and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company
has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph
11 hereof.


 


In order to induce the Company and the
Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of TBCP III, LLC (the “Sponsor”) and
the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team or an advisor
of the Company (each, an “Insider” and collectively, the “Insiders”), hereby
agrees with the Company as follows:


 


1. The Sponsor and
each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with
such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of
any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such
stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor
and each Insider agrees that it, he or she will not seek to sell its, his or her shares of Capital Stock to the Company in connection
with such tender offer.


 


2. The Sponsor and
each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24 months from
the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance with the Company’s
amended and restated certificate of incorporation (the “Charter”), the Sponsor and each Insider shall
take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor, redeem 100%
of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption
will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements
of applicable law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify (i) the substance
or timing of the ability of holders of Offering Shares to seek redemption in connection with a Business Combination or (ii) (A)
the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within
such time set forth in the Charter or (B) any other provisions relating to stockholders' rights or pre-initial Business Combination
activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon
approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its
taxes, divided by the number of then outstanding Offering Shares.


 






     


     


    

 


The Sponsor and each
Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the Trust
Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares or Private
Placement Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common
Stock held by it, him or her, if any, whether acquired now or hereafter, any redemption rights it, he or she may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a stockholder
vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter to modify (i) (A) the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated a Business
Combination within the time period set forth in the Charter or (B) any other provisions relating to stockholders' rights or pre-initial
Business Combination activity or (ii) in the context of a tender offer made by the Company to purchase shares of Common Stock (although
the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to
any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth
in the Charter).


 


3. During the period
commencing on the date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not,
without the prior written consent of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a
put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission
promulgated thereunder, with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Capital Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock, Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Capital Stock owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior
to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company
shall announce the impending release or waiver by press release through a major news service at least two business days before
the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the
publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely
to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in
this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4. In the event of
the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the
time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless
the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or
threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products
sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter of intent,
confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims
by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering
Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less
interest earned on the Trust Account which may be withdrawn to pay taxes, (y) not apply to any claims by a third party or a Target
which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the
claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


  






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5. To the extent that
the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units in full within 45
days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a
number of Founder Shares in the aggregate equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is 4,500,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 4,500,000. The Sponsor will be required to forfeit only that number of Founder Shares as is necessary so that the Initial
Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public
Offering (not including the Private Placement Shares).


 


6. The Sponsor and
each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event
of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9, as
applicable, of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in
the event of such breach.


 


7. (a) The Sponsor
and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion
thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent
to the Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the
Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the
“Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider
agrees that it, he or she shall not Transfer any Private Placement Units, the Private Placement Shares, the Private Placement Warrants
or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants, until 30 days after the completion
of a Business Combination (the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions
set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units, Private Placement Shares, Private
Placement Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants
or the Founder Shares that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with
this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of
the Company’s officers or directors or any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates;
(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary
of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization;
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of any of the Company’s officers,
directors, Initial Stockholders or members of the Sponsor; (d) in the case of an individual, pursuant to a qualified domestic relations
order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices
no greater than the price at which the shares or warrants were originally purchased; (f) in the event of the Company’s liquidation
prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s
limited liability company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger,
capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having
the right to exchange their shares of common stock for cash, securities or other property subsequent to the completion of the Company’s
initial Business Combination  provided, however, that in the case of clauses (a) through (e), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.


  






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8. The Sponsor and
each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus)
is true and accurate in all respects and does not omit any material information with respect to the Insider’s background.
Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants
that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order
or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently
a defendant in any such criminal proceeding.


 


9. Except as disclosed
in the Prospectus, neither the Sponsor nor any officer, director, advisor or any affiliate of the Sponsor, officer, director or
advisor of the Company, shall receive any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment
of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


10. The Sponsor and
each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation, any
non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or director on the board of directors or an advisor of the Company and hereby consents to
being named in the Prospectus as an officer and/or director of the Company or an advisor of the Company.


 


11. As used herein,
(i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital Stock”
shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean (a) the 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, initially issued
to the Sponsor (up to 1,125,000 Shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment
option is not exercised by the Underwriters) for an aggregate purchase price of $25,000, or $0.003 per share, prior to the consummation
of the Public Offering; (iv) “Initial Stockholders” shall mean the Sponsor and any
Insider that holds Founder Shares; (v) “Private Placement Shares”
shall mean the 775,000 shares of Common Stock comprising the Private Placement Units (or 865,000 shares of Common Stock in the
event the over-allotment in connection with the Public Offering is exercised); (vi) “Private Placement Units”
shall mean the 775,000 units (or 865,000 units in the event the over-allotment in connection with the Public Offering is exercised),
each comprised of one share of Common Stock and one-quarter of one warrant to purchase one share of Common Stock, that the Sponsor
has agreed to purchase for an aggregate purchase price of 7,750,000 in the aggregate (or $8,650,000 in the event the over-allotment
in connection with the Public Offering is exercised), or purchase price of $10.00 per Private Placement Unit, in a private placement
that shall occur simultaneously with the consummation of the Public Offering; (vii) “Private Placement Warrants”
shall mean the Warrants to purchase up to 193,750 shares of Common Stock (or 216,250 shares of Common Stock in the event the over-allotment
in connection with the Public Offering is exercised) comprising the Private Placement Units; (viii) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (ix) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (x) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act,
and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).


 






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12. The Company will
maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and each Director
shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available
for any of the Company’s directors or officers.


 


13. The Sponsor
and each Insider acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target
business that is affiliated with any of the undersigned or any other Insiders of the Company or their affiliates, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point
of view.


  


14. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 changed, amended,
modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


15. No party hereto
may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
of the other parties. 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 shall be binding on the Sponsor and
each Insider and their respective successors, heirs and assigns and permitted transferees.


 


16. Nothing in this
Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto any right,
remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof.
All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive
benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


17. This Letter Agreement
may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


18. This Letter Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


19. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto
(i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


20. Any notice, consent
or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile
transmission.


  


21. This Letter Agreement
shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however,
that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by June
30, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


22. The Company, the
Sponsor and each Insider hereby acknowledges and agrees that the Representative on behalf of the Underwriters is a third party
beneficiary of this Letter Agreement.


  


[Signature Page Follows]


 






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Sincerely,


 


	 	TBCP III, LLC
	 	 	 
	 	By:	 
	 	 	Name: 	Gary Simanson
	 	 	Title:   	Managing Member


 


	 	By:	 
	 	 	Name:  	Gary Simanson


  


	 	By:	 
	 	 	Name:  	William A. Houlihan


 


	 	By:	 
	 	 	Name:  	David E. Mangum


 


	 	By:	 
	 	 	Name:  	Mary Anne Gillespie


 


	 	 	 
	 	 	Name:  	Robert Harheimer 


 


	 	By:	 
	 	 	Name:  	Stewart J. Paperin
	 	 	 
	 	By:	 
	 	 	Name: 	Allerd D. Stikker


 


	Acknowledged and Agreed:	 
	 	 
	THUNDER BRIDGE CAPITAL PARTNERS III INC.	 
	 	 	 
	By:	 	 
	 	Name:	 Gary Simanson	 
	 	Title:   	Chief Executive Officer	 


 


[Signature Page to Letter Agreement]


 


 


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