Exhibit 10.7


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT,
dated as of April 30, 2018 (as it may from time to time be amended, this “Agreement”), is entered into by and
between Thunder Bridge Acquisition, Ltd., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald
& Co., a New York general partnership (the “Purchaser”).


 


WHEREAS:


 


The Company intends to consummate an initial
public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A
ordinary share of the Company, par value $0.0001 per share (each, a “Share”), and one redeemable warrant;


 


Each warrant entitles the holder to purchase
one Share at an exercise price of $11.50 per Share; and


 


The Purchaser has agreed to purchase an aggregate
of 250,000 warrants (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder
to purchase one Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual
promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1.  Authorization, Purchase and Sale; Terms
of the Private Placement Warrants.


 


A.  Authorization
of the Private Placement Warrants.  The Company has duly authorized the issuance and sale of the Private Placement Warrants
to the Purchaser.


 


B.  Purchase and
Sale of the Private Placement Warrants.


 


Simultaneously with the consummation of
the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Closing
Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate
of 250,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $250,000 (the “Purchase
Price”). Purchaser shall pay the Purchase Price by wire transfer of immediately available funds to the trust account
(the “Trust Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”)
on the Closing Date. On the Closing Date, upon the payment by the Purchaser of the Purchase Price, the Company, at its option,
shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s
name to the Purchaser or effect such delivery in book-entry form.


 


C.  Terms of the
Private Placement Warrants.


 


(i)  Each Private Placement Warrant
shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with
the Public Offering (the “Warrant Agreement”). Additionally, so long as the Placement Warrants are held by the
Purchaser or its designees, the Purchaser or its designees will not be permitted to exercise such Placement Warrants after the
five year anniversary of the effective date of the registration statement on Form S-1 (the “Registration Statement”)
the Company plans to file with the Securities and Exchange Commission (the “SEC”) under the Securities Act of
1933, as amended (the “Securities Act”) in connection with the Public Offering.


 


(ii)  On the effective date of the
Registration Statement (the “Effective Date”), the Company and the Purchaser shall enter into a registration
rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants; provided,
however, that the Purchaser may not exercise its demand and “piggy back” registration rights pursuant to such Registration
Rights Agreement after five (5) and seven (7) years after the effective date of the Registration Statement, respectively, and the
Purchaser may not exercise its demand registration rights thereunder more than one time.


 



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(iii) The Private Placement Warrants shall
be terminated upon the dissolution of the Company or in the event that the Company does not consummate an initial business combination
within the time period set forth in the Company’s memorandum and articles of association, as the same may be amended from
time to time.


 


Section 2.  Representations and Warranties of the
Company.  As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants,
the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date)
that:


 


A.  Incorporation
and Corporate Power.  The Company is an exempted company duly incorporated, validly existing and in good standing under
the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.  The
Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement
and the Warrant Agreement.


 


B.  Authorization;
No Breach.


 


(i)  The execution, delivery and performance
of this Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date.  This
Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms.  Upon issuance
in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii)  The execution and delivery by
the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the
issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment, of and compliance with, the respective
terms hereof and thereof by the Company, do not and will not as of the Closing Dates (a) conflict with or result in a breach
of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security
interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of, or (e) require
any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative
or governmental body or agency pursuant to the memorandum and articles of association of the Company (in effect on the date hereof
or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation
to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings
required after the date hereof under federal or state securities laws.


 


C.  Title to Securities. 
Upon issuance in accordance with, and payment pursuant to, and registration in the register of members of the Company, the terms
hereof, the Warrant Agreement and the memorandum and articles of association of the Company, the Shares issuable upon exercise
of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the
Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have
good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and
clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other
agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.


 


D.  Governmental
Consents.  No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by
the Company of any other transactions contemplated hereby.


 



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Section 3.  Representations and Warranties of the
Purchaser.  As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement
Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall
survive the Closing Date) that:


 


A.  Organization
and Requisite Authority.  The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B.  Authorization;
No Breach.


 


(i)  This Agreement constitutes a valid
and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)  The execution and delivery by
the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall
not as of the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement,
instrument, order, judgment or decree to which the Purchaser is subject.


 


C.  Investment Representations.


 


(i)  The Purchaser is acquiring the
Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively,
the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards,
or for resale in connection with, any public sale or distribution thereof.


 


(ii)  The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act.


 


(iii)  The Purchaser understands that
the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of
the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s
compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of
such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)  The Purchaser decided to enter
into this Agreement not as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under
the Securities Act.


 


(v)  The Purchaser has been furnished
with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale
of the Securities which have been requested by the Purchaser.  The Purchaser has been afforded the opportunity to ask questions
of the executive officers and directors of the Company.  The Purchaser understands that its investment in the Securities involves
a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(vi)  The Purchaser understands that
no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation
or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such
authorities passed upon or endorsed the merits of the offering of the Securities.


 



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(vii)  The Purchaser understands that:
(a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may
not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance
on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company
nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or
to comply with the terms and conditions of any exemption thereunder.  The Private Placement Warrants will bear a legend and
appropriate “stop transfer” instructions (or an appropriate notation if the warrants are issued in book entry form)
relating to the foregoing. The Purchaser further understands that the SEC has taken the position that promoters or affiliates of
a blank check company and their transferees, both before and after an initial business combination, are deemed to be “underwriters”
under the Securities Act when reselling the securities of a blank check company.  Based on that position, Rule 144 adopted
pursuant to the Securities Act would not be available for resale transactions of the Securities until the one-year anniversary
following consummation of an initial business combination despite technical compliance with the requirements of such Rule.


 


(viii)  The Purchaser has such knowledge
and experience in financial and business matters, knows of the high degree of risk associated with investments in the securities
of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the
Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an
indefinite period of time.  The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. 
The Purchaser can afford a complete loss of its investment in the Securities.


 


Section 4.  Conditions of the Purchaser’s
Obligations.  The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the
fulfillment, on or before the Closing Date, of each of the following conditions:


 


A.  Representations
and Warranties.  The representations and warranties of the Company contained in Section 2 shall be true and correct
at and as of such Closing Date as though then made.


 


B.  Performance. 
The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by it on or before such Closing Date.


 


C.  No Injunction. 
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D.  Warrant Agreement
and Registration Rights Agreement.  The Company shall have entered into the Warrant Agreement with a warrant agent and
the Registration Rights Agreement on terms satisfactory to the Purchaser.


 


E. Corporate Consents.
The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this
Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants.


 


F. Investment by Company Sponsor.
The Company shall have confirmed in writing that Thunder Bridge Acquisition LLC has funded the purchase of 7,500,000 Private Placement
Warrants at $1.00 per warrant on the Closing Date.


 


Section 5.  Conditions of the Company’s Obligations. 
The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Date,
of each of the following conditions:


 


A.  Representations
and Warranties.  The representations and warranties of the Purchaser contained in Section 3 shall be true and correct
at and as of such Closing Date as though then made.


 



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B.  Performance. 
The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.  No Injunction. 
No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority
over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement
or the Warrant Agreement.


 


D.  Warrant Agreement. 
The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory to the Company.


  


Section 6.  Lockup. The Purchaser acknowledges
and agrees that the Securities shall not be transferable, saleable or assignable until 30 days after the consummation of an initial
business combination, except to permitted transferees as described in the Warrant Agreement. The Securities will be deemed compensation
by the Financial Industry Regulatory Authority (“FINRA”) and will therefore be subject to lock-up for a period
of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Public
Offering, subject to certain limited exceptions, pursuant to Rule 5110(g)(1) of the FINRA Manual. Accordingly, the Securities may
not be sold, transferred, assigned, pledged or hypothecated for 180 days immediately following the effective date of the Registration
Statement except to any underwriter or selected dealer participating in the Public Offering and the bona fide officers, partners
or affiliates of the Purchaser and any such participating underwriter or selected dealer nor may they be the subject of any hedging,
short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person during
such 180-day period.


 


Section 7. Termination.  This Agreement may be terminated
at any time after June 30, 2018 upon the election by either the Company or the Purchaser solely as to itself upon written notice
to the other parties if the closing of the Public Offering does not occur prior to such date.


 


Section 8.  Survival of Representations and Warranties. 
All of the representations and warranties contained herein shall survive the Closing Date.


 


Section 9.  Definitions.  Terms used but
not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


  


Section 10.  Miscellaneous.


 


A.  Successors and
Assigns.  Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not.  Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement
without the prior written consent of the other party hereto, other than assignments by the Purchaser to affiliates thereof.


 


B.  Severability. 
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.  Counterparts. 
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement.


 


D.  Descriptive
Headings; Interpretation.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute
a substantive part of this Agreement.  The use of the word “including” in this Agreement shall be by way
of example rather than by limitation.


 


E.  Governing Law. 
This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York, without regard to the conflicts of laws principles thereof.


 


F.  Amendments. 
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
all parties hereto.


 


[Signature page follows]


        




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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	THUNDER BRIDGE ACQUISITION, LTD.
	 	 
	 	By:	/s/ Gary A. Simanson
	 	 	Name:	Gary A. Simanson
	 	 	Title:	Chief Executive Officer
	 	 
	 	PURCHASER:
	 	 
	 	CANTOR FITZGERALD & CO.
	 	 
	 	By:	/s/ Steven Bisgay
	 	 	Name:	Steven Bisgay
	 	 	Title:	CFO


  


[Signature page to CF Private Placement
Warrants Purchase Agreement]