Exhibit 10.3





 


THUNDER BRIDGE ACQUISIITION II, LTD.


9912 Georgetown Pike


Suite D203


Great Falls, Virginia 22066


 


August 8, 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:	 /s/ Gary A. Simanson
	 	 	Name: 	Gary A. Simanson
	 	 	Title:	Chief Executive Officer


 


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


 


[Signature Page to Advisory Services
Agreement]