Thunder Bridge Capital Partners V, Ltd. Sample Contracts
UNDERWRITING AGREEMENT between THUNDER BRIDGE CAPITAL PARTNERS V, LTD. and CANTOR FITZGERALD & CO. Dated: August 12, 2026 THUNDER BRIDGE CAPITAL PARTNERS V, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
The undersigned, Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
Thunder Bridge Capital Partners V, Ltd. Great Falls, Virginia 22066Securities Subscription Agreement • June 12th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Virginia
We are pleased to accept the offer TBCP V, LLC (the “Subscriber” or “you”) has made to purchase 7,503,750 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 978,750 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A Shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Articles. Unless the con
WARRANT AGREEMENT THUNDER BRIDGE CAPITAL PARTNERS V, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated August 12, 2026Warrant Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated August 12, 2026, is by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of the date hereof, among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT THUNDER BRIDGE CAPITAL PARTNERS V, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2026Warrant Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2026, is by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
UNDERWRITING AGREEMENT between THUNDER BRIDGE CAPITAL PARTNERS V, LTD. and CANTOR FITZGERALD & CO. Dated: [ ], 2026 THUNDER BRIDGE CAPITAL PARTNERS V, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
The undersigned, Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
LETTER AGREEMENTLetter Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 26,100,000 units of the Company (or up to 30,015,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each 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 IPO pursuant to the Registration Statement on Form S-1 (File No
LETTER AGREEMENTLetter Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 26,100,000 units of the Company (or up to 30,015,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each 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 IPO pursuant to the Registration Statement on Form S-1 (File No
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and TBCP V, LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2026, by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of August, 2026, by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
THUNDER BRIDGE CAPITAL PARTNERS V, LTD.Advisory Services Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
This letter agreement by and between Thunder Bridge Capital Partners V, 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 Global 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 (A) the consummation by the Company of an initial business combination or (B) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
THUNDER BRIDGE CAPITAL PARTNERS V, LTD.Administrative Services Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
This letter agreement by and between Thunder Bridge Capital Partners V, Ltd. (the “Company”) and First Capital Group, LLC (“First Capital”), 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 Global 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 (a) the consummation by the Company of an initial business combination or (b) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of the date hereof, among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made as of August 12, 2026 by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
THUNDER BRIDGE CAPITAL PARTNERS V, LTD.Advisory Services Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
This letter agreement by and between Thunder Bridge Capital Partners V, 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 Global 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 (A) the consummation by the Company of an initial business combination or (B) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of August 12, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and TBCP V, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made as of [●], 2026 by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
LETTER AGREEMENTLetter Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 26,100,000 units of the Company (or up to 30,015,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each 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 IPO pursuant to the Registration Statement on Form S-1 (File No
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).
THUNDER BRIDGE CAPITAL PARTNERS V, LTD.Administrative Services Agreement • August 6th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks
This letter agreement by and between Thunder Bridge Capital Partners V, Ltd. (the “Company”) and First Capital Group, LLC (“First Capital”), 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 Global 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 (a) the consummation by the Company of an initial business combination or (b) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2026 • Thunder Bridge Capital Partners V, Ltd. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 12, 2026, by and among Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).