Exhibit 10.1


 





THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS BEEN
ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.  


 


PROMISSORY NOTE


 


	Principal Amount:  Up to $600,000.00	 	April 15,
2019






  


Thunder Bridge Acquisition,
Ltd., a Cayman Islands exempted company (“Maker”), promises to pay to the order of Thunder Bridge Acquisition
LLC or its registered assigns or successors in interest or order (“Payee”), the principal sum of up to Six Hundred
Thousand Dollars ($600,000.00) in lawful money of the United States of America, on the terms and conditions described below.  All
payments on this Note shall be made by check or wire transfer of immediately available funds to such account as Payee may from
time to time designate by written notice in accordance with the provisions of this Note.


 


		1.	Repayment. The principal balance of this Note shall be payable on the earliest to occur
of (i) the date on which Maker consummates its initial business combination and (ii) the date that the winding up of Maker is effective
(such date, the “Maturity Date”). The principal balance may be prepaid at any time, at the election of Maker.



 


		2.	Interest. This Note shall be non-interest bearing.



 


		3.	Drawdown Requests. Maker and Payee agree that Maker may request from time to time up to
Six Hundred Thousand Dollars ($600,000.00) for costs reasonably related to Maker’s consummation of an initial business combination.
The principal of this Note may be drawn down from time to time until the date on which Maker consummates its initial business combination,
upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the
amount to be drawn down, and must be in multiples of not less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and
Payee. Payee, in its sole discretion, shall fund each Drawdown Request no later than five (5) business days after receipt of a
Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note shall not exceed Six Hundred
Thousand Dollars ($600,000.00). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests
even if prepaid. Except as set forth herein, no fees, payments or other amounts shall be due to Payee in connection with, or as
a result of, any Drawdown Request by Maker.



 


		4.	Application of Payments. All payments received by Payee pursuant to this Note shall
be applied first to the payment in full of any costs incurred in the collection of any sum due under this Note, including (without
limitation) reasonable attorney’s fees, and then to the reduction of the unpaid principal balance of this Note.



 


		5.	Events of Default. The following shall constitute an event of default (“Event
of Default”):



 


(a) Failure to Make Required Payments.
Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.


 


(b) Voluntary Bankruptcy, etc. The
commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other
similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.


 






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(c)
Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect
of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 





		6.	Remedies.
	 	 	 
	 	 	(a)           Upon
                                         the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by
                                         written notice to Maker, declare this Note to be due immediately and payable, whereupon
                                         the unpaid principal amount of this Note and all other amounts payable hereunder, shall
                                         become immediately due and payable without presentment, demand, protest or other notice
                                         of any kind, all of which are hereby expressly waived, anything contained herein or in
                                         the documents evidencing the same to the contrary notwithstanding.


 


(b)           Upon
the occurrence of an Event of Default specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this Note and
all other amounts payable hereunder, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


	 	 	 
	 	7.	Waivers. Maker
                                 and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment,
                                 demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors,
                                 defects and imperfections in any proceedings instituted by Payee under the terms of this Note,
                                 and all benefits that might accrue to Maker by virtue of any present or future laws exempting
                                 any property, real or personal, or any part of the proceeds arising from any sale of any such
                                 property, from attachment, levy or sale under execution, or providing for any stay of execution,
                                 exemption from civil process, or extension of time for payment; and Maker agrees that any real
                                 or personal property that may be levied upon pursuant to a judgment obtained by virtue hereof,
                                 on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in
                                 any order desired by Payee.
	 	 	 
	 	8.  	Unconditional
                                         Liability. Maker hereby waives all notices in connection with the delivery,
                                         acceptance, performance, default, or enforcement of the payment of this Note, and agrees
                                         that its liability shall be unconditional, without regard to the liability of any other
                                         party, and shall not be affected in any manner by any indulgence, extension of time,
                                         renewal, waiver or modification granted or consented to by Payee, and consents to any
                                         and all extensions of time, renewals, waivers, or modifications that may be granted by
                                         Payee with respect to the payment or other provisions of this Note, and agrees that additional
                                         makers, endorsers, guarantors, or sureties may become parties hereto without notice to
                                         Maker or affecting Maker’s liability hereunder.
	 	 	 
	 	9.	Notices. All
                             notices, statements or other documents which are required or contemplated by this Note shall be:
                             (i) in writing and delivered personally or sent by first class registered or certified mail, overnight
                             courier service or facsimile or electronic transmission to the address designated in writing, (ii)
                             by facsimile to the number most recently provided to such party or such other address or fax number
                             as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail
                             address most recently provided to such party or such other electronic mail address as may be designated
                             in writing by such party.  Any notice or other communication so transmitted shall be deemed
                             to have been given on the day of delivery, if delivered personally, on the business day following
                             receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business
                             day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
	 	 	 
	 	10. 	Construction. THIS
                                        NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT
                                        REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
	 	 	 
	 	11.	Severability. Any
                                         provision contained in this Note which is prohibited or unenforceable in any jurisdiction
                                         shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
                                         without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
                                         in any jurisdiction shall not invalidate or render unenforceable such provision in any
                                         other jurisdiction.
	 	 	 



   


 






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	 	12. 	Trust
                                         Waiver.  Notwithstanding anything herein to the contrary, Payee hereby
                                         waives any claim in or to any distribution of or from the trust account (the “Trust
                                         Account”) established in connection with Maker’s initial public offering
                                         (the “IPO”), and hereby agrees not to seek recourse, reimbursement,
                                         payment or satisfaction for any claim against the Trust Account for any reason whatsoever;
                                         provided, however, that upon the consummation of the initial business combination, Maker
                                         shall repay the principal balance of this Note out of the proceeds released to Maker
                                         from the Trust Account.
	 	 	 
	 	13.	Amendment;
                              Waiver.  Any amendment hereto or waiver of any provision hereof may be made with,
                              and only with, the written consent of Maker and Payee.
	 	 	 
	 	14.	Assignment.  No
                              assignment or transfer of this Note or any rights or obligations hereunder may be made by any party
                              hereto (by operation of law or otherwise) without the prior written consent of the other party hereto
                              and any attempted assignment without the required consent shall be void; provided, however,
                              that the foregoing shall not apply to an affiliate of Payee who agrees to be bound to the terms
                              of this Note.
	 	 	 






  


 


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IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.


  


	 	THUNDER BRIDGE ACQUISITION, LTD.
	 	 
	 	By: 	/s/ Gary A. Simanson
	 	 	Name: Gary A. Simanson
Title: President and Chief Executive
Officer



  



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