Exhibit 10.9


 


THUNDER
BRIDGE ACQUISIITION II, LTD.


9912
Georgetown Pike


Suite
D203


Great
Falls, Virginia 22066


 


[
* ], 2019


 


Thunder
Bridge Capital, LLC


9912
Georgetown Pike


Suite
D203


Great
Falls, Virginia 22066


 


Re: Advisory
Services Agreement


 


Ladies
and Gentlemen:


 


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”):


 


(i)
TBC, an affiliate of the Company’s Chief Executive Officer, shall provide advisory services relating to the
Company’s search for and consummation of an initial business combination. In exchange therefor, the Company shall pay
TBC the sum of $20,000 per month commencing on the Listing Date, and will be entitled to be reimbursed for any out-of-pocket
expenses, continuing monthly thereafter until the Termination Date; and


 


(ii)
TBC 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 II, LTD.
	 	 	 
	 	By:	
	 	 	Name: 	Gary
    A. Simanson
	 	 	Title:	Chief
    Executive Officer


 


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


 


[Signature
Page to Advisory Services Agreement]