Exhibit 10.1


 


August 8, 2019


 


Thunder Bridge Acquisition II, Ltd.


9912 Georgetown Pike


Suite D203


Great Falls, Virginia 22066


 


Re: Initial Public Offering


 


Gentlemen:


 


This letter (this
“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting
Agreement”) to be entered into by and among Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company
(the “Company”), and Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co. as representatives
(the “Representatives”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of up to 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 of the Company’s Class A
ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each
whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price
of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement
on Form S-1 (File No. 333-232688) and prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the
Units listed on the Nasdaq Capital Market. Certain capitalized terms used herein are defined in Section 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, Thunder Bridge Acquisition II LLC
(the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board
of directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agree with the Company as follows:


 


1. The Sponsor
and each Insider agrees that (A) if the Company seeks shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed
Business Combination and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval,
(B) if the Company engages in a tender offer in connection with any proposed Business Combination, it, he or she shall not sell
any Shares to the Company in connection therewith and (C) if the Company seeks shareholder approval of any proposed amendment to
the Charter prior to the consummation of a Business Combination, it, he or she shall not redeem any Shares owned by it, him or
her in connection with such shareholder approval.


 


2. The Sponsor
and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within the time period
set forth in 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 Ordinary Shares 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, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay any 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 Shareholders’ rights as shareholders
(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 shareholders and the
Company’s board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and
each Insider agrees to not propose any amendment to the Charter (i) that would affect the substance or timing of the Company’s
obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period
described in the Prospectus or (ii) with respect to any other provision relating to shareholders’ rights or pre-Business
Combination activity, unless the Company provides its public shareholders with the opportunity to redeem their Ordinary Shares
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 any 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 held
by it, him or her. The Sponsor and each Insider hereby further waives any claim such Sponsor or Insider may have in the future
as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund
for any reason whatsoever except in each case with respect to the Insider’s right to a pro rata interest in the proceeds
held in the Trust Fund for any Offering Shares such Sponsor or Insider may hold.


 


3. During the
period commencing on the effective 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 Representatives, (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, and the rules and regulations of the Commission promulgated thereunder,
with respect to any Units, Ordinary Shares, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable
for, Ordinary Shares 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, Ordinary Shares, Founder Shares, Warrants or any
securities convertible into, or exercisable, or exchangeable for, Ordinary Shares 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 Section 3 or Section 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 Section 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, the Sponsor (which for purposes of clarification shall not extend to any other shareholders,
members or managers of the Sponsor) 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, or any claim whatsoever) 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) a
prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement
or a Business Combination agreement (a “Target”); provided, however, that such
indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party
for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target
do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of the Offering Shares or (ii) such
lesser amount per share of the Offering Shares held in the Trust Account due to reductions in the value of the trust assets as
of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the
Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a
waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity
of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event
that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the
extent of any liability for such third party claims. The Sponsor 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
Sponsor, the Sponsor 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 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.


 


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 Sections 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 Ordinary Shares 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 sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted
for share splits, share capitalizations, rights issuances, subdivisions, 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, share exchange, reorganization or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
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 Warrants (or Ordinary Shares issued or issuable
upon the conversion of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


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


 


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 or
he 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 or he is not currently
a defendant in any such criminal proceeding.


 






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9. Except as
disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement or cash payments 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), other than the amounts described in the Prospectus under the heading “Summary
– The Offering – Limited Payments to Insiders.”


 


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 of the Company and hereby
consents to being named in the Prospectus as an officer and/or director of the Company.


 


11. As used herein,
(i) “Business Combination” shall mean a merger, share exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall
mean (a) the 8,625,000 of the Company’s Class B ordinary shares, par value $0.0001 per share, initially issued
to the Sponsor (up to 1,250,000 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 Shareholders” shall mean the Sponsor and any Insider that
holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to
8,650,000 Ordinary Shares of the Company which the Sponsor has agreed to purchase for an aggregate purchase price of $8,650,000,
or $1.00 per whole Private Placement Warrant, in a private placement that shall occur simultaneously with the consummation of the
Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public
Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds
of the Public Offering shall be deposited; (viii) “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 Securities Exchange Act of 1934, as amended,
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); and (ix) “Charter”
shall mean the Company’s memorandum and articles of association, as the same may be amended from time to time.


 


12. 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.


 


13. 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 party. Any purported assignment in violation of this Section 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.


 


14. 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.


 






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15. 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.


 


16. 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.


 


17. 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.


 


18. 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.


 


19. 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 December 31, 2019; provided further that Section 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	THUNDER BRIDGE ACQUISITION II LLC
	 	 	 
	 	By:	/s/ Gary A. Simanson
	 	 	
        Name: Gary A. Simanson

        Title: Managing Member

	 	 	 
	 	By:	/s/ Gary A. Simanson
	 	 	Name: Gary A. Simanson
	 	 	 
	 	By:	/s/ William A. Houlihan
	 	 	Name: William A. Houlihan
	 	 	 
	 	By:	/s/ John Wu
	 	 	Name: John Wu
	 	 	 
	 	By:	/s/ Mary Anne Gillespie
	 	 	Name: Mary Anne Gillespie
	 	 	 
	 	By:	/s/ Robert Hartheimer
	 	 	Name: Robert Hartheimer
	 	 	 
	 	By:	/s/ Stewart J. Paperin
	 	 	Name: Stewart J. Paperin
	 	 	 
	 	By:	/s/ Allerd D. Stikker
	 	 	Name: Allerd D. Stikker
	 	 	 
	 	By:	/s/ David E. Mangum
	 	 	Name: David E. Mangum




 


	
        Acknowledged and Agreed:

         

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


 


[Signature Page to Letter Agreement]




 


 


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