REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement” ), is dated as of June 10, 2021, Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under Holders on the signature page hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meaning given to them in that certain Master Transactions Agreement by and among the Company, ADK Merger Sub LLC, a Delaware limited liability company, Ay Dee Kay LLC and certain other parties thereto, dated as of December 14, 2020 (as amended, the “MTA”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware
This Indemnification Agreement (“Agreement”) is made as of June 10, 2021 by and between indie Semiconductor, Inc., a Delaware corporation formerly known as indie Semiconductor, Inc. (the “Company”), and ______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
TAX RECEIVABLE AGREEMENT among THUNDER BRIDGE II SURVIVING PUBCO, INC. AND ITS SUCCESSORS and THE PERSONS NAMED HEREIN Dated as of June 10, 2021Tax Receivable Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of June 10, 2021, is hereby entered into by and among Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (the “Corporate Taxpayer”), each Person identified on Schedule A hereto (the “TRA Parties”) and the TRA Party Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Article I hereof.
EIGHTH AMENDED AND RESTATED OPERATING AGREEMENT OF AY DEE KAY, LLC A California Limited Liability CompanyOperating Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • California
This EIGHTH Amended and Restated Operating Agreement (together with all Exhibits attached hereto, this “Agreement”) is made and entered into as of June 10, 2021 (the “Effective Date”) by the Members specified in Section 2.1.
EXCHANGE AGREEMENTExchange Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of June 10, 2021, among Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation, which will change its name to indie Semiconductor, Inc. in connection with the Closing (the “Corporation”), Ay Dee Kay, LLC, d/b/a indie Semiconductor, a California limited liability company (“Ay Dee Kay LLC”), and the holders of LLC Units (as defined herein) from time to time party hereto. Capitalized terms used herein and not otherwise defined shall have the meaning given to them in that certain Master Transactions Agreement by and among the Corporation, ADK Merger Sub LLC, a Delaware limited liability company, Ay Dee Kay LLC and certain other parties thereto, dated as of December 14, 2020 (the “MTA”).
LOAN AND SECURITY A GREEMENTLoan and Security Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • California
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of January 13, 2015, by and between Square 1 Bank (“Bank”) and AY DEE KAY LLC (“Borrower”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of June 10, 2021, by and between the undersigned (the “Holder”) and Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation which is changing its name to indie Semiconductor, Inc. (the “Company”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • June 16th, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of June 10, 2021, by and among Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (the “Company”), Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (“New Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
