REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 8, 2019, is made and entered into by and among Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (the “Company”), Thunder Bridge Acquisition II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
30,000,000 Units Thunder Bridge Acquisition II, Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
Thunder Bridge Acquisition II Ltd., a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms us
Thunder Bridge Acquisition II, Ltd PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands February 20, 2019Thunder Bridge Acquisition II, LTD • July 17th, 2019 • Blank checks • New York
Thunder Bridge Acquisition II, Ltd, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Thunder Bridge Acquisition II, LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for and purchase 8,625,000 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) 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-f
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 14th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of August 8, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (the “Company”), and Thunder Bridge Acquisition II LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • August 14th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 8, 2019, is 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, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, 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 [ ], 2019 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Thunder Bridge Acquisition II, Ltd. Suite D203 Great Falls, Virginia 22066 Re: Initial Public Offering Gentlemen:Letter Agreement • August 14th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC and Cantor Fitzgerald & Co. as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant. Each whole Warrant (each, a “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 i
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 14th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 15th, 2020 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (including its successors pursuant to the Transaction, the “Company”), and Ay Dee Kay LLC, a California limited liability company (“Indie Semiconductor”), pursuant to that certain Master Transactions Agreement, dated as of December 14, 2020, among the Company, Indie Semiconductor and the other parties thereto (as may be amended and/or restated, the “Transaction Agreement”), pursuant to which, among other things, the Company will domesticate into a Delaware corporation, and upon consummation of the Transaction, become the wholly-owned subsidiary of Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (“Surviving Pubco”), with Surviving Pubco becoming the successor issuer and public company pursuant to the federal securities laws; the Company is seeking commitments to purchase shares (subject to Section 6(d) and Section 9(n), t
TAX RECEIVABLE AGREEMENT among THUNDER BRIDGE II SURVIVING PUBCO, INC. AND ITS SUCCESSORS and THE PERSONS NAMED HEREIN Dated as of [ ], 2020Tax Receivable Agreement • December 15th, 2020 • Thunder Bridge Acquisition II, LTD • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of December [•], 2020, 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.
THUNDER BRIDGE ACQUISIITION II, LTD.Thunder Bridge Acquisiition • August 14th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
This letter agreement by and between Thunder Bridge Acquisition II, 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 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”):
EIGHTH AMENDED AND RESTATED OPERATING AGREEMENT OF AY DEE KAY, LLC A California Limited Liability CompanyOperating Agreement • January 25th, 2021 • Thunder Bridge Acquisition II, LTD • Blank checks • California
This EIGHTH Amended and Restated Operating Agreement (together with all Exhibits attached hereto, this “Agreement”) is made and entered into as of [___], 2021 (the “Effective Date”) by the Members specified in Section 2.1.
FORM OF EXCHANGE AGREEMENTExchange Agreement • December 15th, 2020 • Thunder Bridge Acquisition II, LTD • Blank checks • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [•], 2021, among indie Semiconductor, Inc. (formerly known as Thunder Bridge II Surviving Pubco, Inc.), a Delaware corporation (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 [●], 2020 (the “MTA”).
THUNDER BRIDGE ACQUISIITION II, LTD.Thunder Bridge Acquisiition • August 14th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
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”):
AMENDMENT TO MASTER TRANSACTIONS AGREEMENTMaster Transactions Agreement • May 4th, 2021 • Thunder Bridge Acquisition II, LTD • Blank checks
This Amendment (this “Amendment”) to the Master Transactions Agreement (the “MTA”), dated as of December 14, 2020, by and among Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (“Parent”), Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (“Thunder Bridge II”), TBII Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent, ADK Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent, ADK Service Provider Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent, ADK Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent, Ay Dee Kay LLC, d/b/a indie Semiconductor, a California limited liability company (the “Company”), each of the corporate entities listed on Schedule 1 to the MTA holding membership units in the Company, ADK Service Provider Holdco LLC, a Delaware limited liability company, and, solely in his capacity as
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 15th, 2020 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
This SPONSOR SUPPORT AGREEMENT, dated as of December 14, 2020 (this “Agreement”), by and among Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (together with any successor entity resulting from its domestication, “Thunder Bridge II”), Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (“ParentCo”), Ay Dee Kay LLC, d/b/a indie Semiconductor, a California limited liability company (the “Company”), Thunder Bridge Acquisition II LLC ( “Sponsor”), and Gary A. Simanson, as managing member of Sponsor (“Simanson”). Terms used but not defined in this Agreement shall have the meanings ascribed to them in the MTA (as defined below).
MASTER TRANSACTIONS AGREEMENT by and among Thunder Bridge II Surviving Pubco, Inc., Thunder Bridge Acquisition II, Ltd., Ay Dee Kay LLC, d/b/a indie Semiconductor, the Merger Subs described herein, each ADK Blocker, ADK Service Provider Holdco LLC and...Master Transactions Agreement • December 15th, 2020 • Thunder Bridge Acquisition II, LTD • Blank checks • Delaware
THIS MASTER TRANSACTIONS AGREEMENT (this “Agreement”) is made and entered into as of this [●] day of December, 2020, by and among Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (“Surviving Pubco” or “Parent”), Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (“Thunder Bridge II”), TBII Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“TBII Merger Sub”), ADK Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“ADK Merger Sub”), ADK Service Provider Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“ADK Service Provider Merger Sub”), ADK Blocker Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“ADK Blocker Merger Sub”) (TBII Merger Sub, ADK Merger Sub, ADK Service Provider Merger Sub and ADK Blocker Merger Sub may be referred to herein, collectively, as the “Merger Subs”), Ay Dee Kay LLC, d/b/a in
COMPANY SUPPORT AGREEMENTCompany Support Agreement • December 15th, 2020 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
This COMPANY SUPPORT AGREEMENT, dated as of December 14, 2020 (this “Agreement”), by and among Thunder Bridge Acquisition II, Ltd., a Cayman Islands exempted company (“Thunder Bridge II”), Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (“ParentCo”), Ay Dee Kay LLC, d/b/a indie Semiconductor, a California limited liability company (the “Company”), and each of the members of the Company whose names appear on the signature pages of this Agreement (each, a “Company Member” and, collectively, the “Company Members”).
Thunder Bridge Acquisition II Ltd. Great Falls, Virginia 22066Letter Agreement • August 14th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
The parties hereto hereby enter into this side letter agreement (this “Agreement”), by and between Thunder Bridge Acquisition II Ltd. (the “Company”) and Monroe Capital LLC (the “Subscriber”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subscriber and the Company hereby agree as follows:
Thunder Bridge Acquisition II Ltd. Great Falls, Virginia 22066 Ladies and Gentlemen:Letter Agreement • July 29th, 2019 • Thunder Bridge Acquisition II, LTD • Blank checks • New York
The parties hereto hereby enter into this side letter agreement (this “Agreement”), by and between Thunder Bridge Acquisition II Ltd. (the “Company”) and Monroe Capital LLC (“Monroe”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Monroe and the Company hereby agree as follows:
Thunder Bridge Acquisition II LLC 9912 Georgetown Pike, Suite D203 Great Falls, Virginia 22066 December 14, 2020Merger Agreement • December 15th, 2020 • Thunder Bridge Acquisition II, LTD • Blank checks
Reference is hereby made to that certain Master Transactions Agreement, dated as of [•], 2020 (as amended, the “Merger Agreement”) by and among Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation (“Parent”), the Merger Subs described therein, Thunder Bridge Acquisition II Ltd., a Cayman Islands exempted company (including any successor entity thereto, including upon the Domestication (as defined in the Merger Agreement), “Thunder Bridge II”), Ay Dee Kay LLC, d/b/a indie Semiconductor, a California limited liability company (including the successor entity in its merger with ADK Merger Sub pursuant to the Merger Agreement, the “Company”), the ADK Blockers named therein, ADK Service Provider HoldCo, LLC, and the Company Securityholder Representative. Any capitalized term used but not defined herein will have the meanings ascribed thereto in the Merger Agreement.
