Exhibit 10.4


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of August 8, 2019, by and between Thunder Bridge Acquisition
II, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust
Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-232688 (the “Registration
Statement”) and prospectus (the “Prospectus”) for the initial public offering of the
Company’s units (the “Units”), each of which consists of one Class A ordinary share of
the Company, par value $0.0001 per share (the “Ordinary Shares”), and  one-half of one
redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date
hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and Cantor Fitzgerald
& Co., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described in the Prospectus,
$300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $345,000,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be
deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred to
as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together
as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $10,500,000, or $12,075,000 if the Underwriters’ over-allotment option is exercised in
full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The
Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the
Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States
at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the
Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the written
instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury
obligations, as determined by the Company; it being understood that the Trust Account will earn no interest while account funds
are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive, when due, all
interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 






     


     


    

 


(e) Promptly notify the Company and the
Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or
documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the
tax returns relating to assets held in the Trust Account;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust
Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Secretary
or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the
Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest
not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to
pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon
the date which is, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the
Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust
Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be
released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date; provided, however,
that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto,
or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in
clause (y) of this Section 1(i) the Trustee shall keep the Trust Account open until twelve (12) months following the date
the Property has been distributed to the Public Shareholders.


 


(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw
from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to
cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the
Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent
there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the
Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the
principal amount initially deposited in the Trust Account. The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
request; 


 


(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall
distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders
properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association to modify the substance or timing of the ability of Public Shareholders to seek redemption in connection
with an initial Business Combination or the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company
has not consummated an initial Business Combination within such time as is described in Section 1(i) of the Agreement. The written
request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds,
and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 



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2. Agreements and Covenants of the Company. The
Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer President
or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and
disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any
action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which
in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned
on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right
to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth
on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing
fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until the closing of the Business Combination (defined below). The Company shall
pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee
shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the
Company’s shareholders regarding a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business
combination involving the Company and one or more businesses (the “Business Combination”), provide to
the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders
regarding such Business Combination;


 


(e) Provide the Representatives with a
copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed between the
Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed
by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company
or any other person;


 


(g) Instruct the Trustee to make only
those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement; and


 


(h) Within four (4) business days
after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment expires,
provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than
$10,500,000.


 






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3. Limitations of Liability. The
Trustee shall have no responsibility or liability to:


 


(a) Imply obligations, perform duties,
inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
set forth herein;


  


(b) Take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third
party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of
the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone
else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be
signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its
prior written consent thereto;


 


(g) Verify the accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any Business
Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect
to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, except pursuant to Section 1(j) hereof;
or


 


(k) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k)hereof.


 


4. Trust Account Waiver. The
Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue
such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the
Trust Account.


 






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5. Termination. This Agreement
shall terminate as follows:


 


(a) If the Trustee gives written notice
to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee
shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New
York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be
immune from any liability whatsoever; or


 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the funds.


 


(b) This 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. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire
agreement and understanding of the parties hereto with respect to the subject matter hereof.  Except for Section 1(i), 1(j) and 1(k) hereof
(which sections may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class;
provided that no such amendment will affect any Public Shareholder who has otherwise indicated his election to redeem his Ordinary
Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be
changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto. Except
for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively
on the certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing
the proposed amendment in reliance thereon.


 


(d) The parties hereto consent to the
jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE
RIGHT TO TRIAL BY JURY.


 






    5


     


    

 


(e) Any notice, consent or request to
be given in connection with any of the terms or provisions of this 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 by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company


1 State Street 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste
Gonzalez


Email: fwolf@continentalstock.com


        cgonzalez@continentalstock.com


 


if to the Company, to:


 


Thunder Bridge Acquisition II, Ltd.


9912 Georgetown Pike


Suite D203


Great Falls, Virginia 22066


Attn: Gary A. Simanson


Email: gsimanson@1stcapitalgroup.com


 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Stuart Neuhauser, Esq.


Email: sneuhauser@egsllp.com


 


and


 


Morgan Stanley & Co. LLC


1585 Broadway


New York, New York 10036


Attn: Equity Syndicate Desk, with a copy to the Legal
Department


 


and


 


Cantor Fitzgerald & Co.


499 Park Avenue


New York, New York 10022


Attn: General Counsel 


Fax No.: (212) 829-4708


 


and


 


Ropes & Gray LLP


1211 Avenue of the Americas,


New York, NY 10036


Attn: Paul D. Tropp, Esq.


 


(f) Each of the Company and the Trustee
hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 






    6


     


    

 


(g) This Agreement is the joint product
of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(h) This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(i) Each of the Company and the Trustee
hereby acknowledges and agrees that the Representatives on behalf of the Underwriters are third party beneficiaries of this Agreement.


 


(j) Except as specified herein, no party
to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




    7


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer &

 Trust Company, as Trustee  
	 	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name:	Francis Wolf
	 	 	Title:	Vice President
	 	 	 	 
	 	Thunder Bridge Acquisition II, Ltd.
	 	 	 	 
	 	By:	/s/ Gary A. Simanson
	 	 	Name:	Gary A. Simanson
	 	 	Title:	Chief Executive Officer


 


[Signature Page to Investment Management
Trust Agreement]


 




    8


     


    

 


SCHEDULE A


  


	Fee Item	 	Time and method of payment	 	Amount	 
	 	 	 	 	 	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer	 	$	2,000	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually, first year fee payable, at initial closing of Offering by wire transfer; thereafter by wire transfer or check	 	$	10,000	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	250	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i), (j) and (k)	 	Billed to Company upon delivery of service pursuant to Section 1(i), (j) and (k)	 	 	Prevailing rates	 



 




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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No.             
Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Thunder Bridge Acquisition II, Ltd. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ * ] , 2019 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with                     
(the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in
advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on
the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the Deferred
Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan
Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business
Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction
signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment
of amounts owed to public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount
to the Representatives from the Trust Account (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction
Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account
may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to
the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


  


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.


 


	 	


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


 


	cc:	
        Morgan Stanley & Co. LLC

        Cantor Fitzgerald & Co.






 






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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No.              
Termination Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Thunder Bridge Acquisition II, Ltd. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ * ], 2019 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (the “Business Combination”) within the time frame specified in Section 1(i) of the Trust Agreement. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into
the trust checking account at a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Shareholders. The Company has selected [                    ] as
the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said
funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and
Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Thunder Bridge Acquisition II, Ltd.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc:	
        Morgan Stanley & Co. LLC

        Cantor Fitzgerald & Co.



 




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EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No.              Withdrawal
Instruction


 


Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Thunder Bridge Acquisition II, Ltd. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ * ], 2019 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $ [            ] of
the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Thunder Bridge Acquisition II, Ltd.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc:	
        Morgan Stanley & Co. LLC

        Cantor Fitzgerald & Co.



 




    12


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account No.    Shareholder
Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Thunder Bridge Acquisition II, Ltd. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [ * ], 2019 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $ [
  ] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf
of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its
Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder
vote to approve an amendment to the Company’s amended and restated memorandum and articles of association to modify the substance
or timing of the Company’s obligation to redeem 100% of public Ordinary Shares if the Company has not consummated an initial
Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter. 


 


	 	Very truly yours,
	 	 
	 	Thunder Bridge Acquisition II, Ltd.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	Cc:	
        Morgan Stanley & Co. LLC

        Cantor Fitzgerald & Co.



 


 




13