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”).
INDIE SEMICONDUCTOR, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 21, 2022 4.500% Convertible Senior Notes due 2027Indenture • November 21st, 2022 • Indie Semiconductor, Inc. • Semiconductors & related devices • New York
INDENTURE dated as of November 21, 2022 between INDIE SEMICONDUCTOR, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
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.
indie Semiconductor, Inc. Dealer Manager and Solicitation Agent AgreementDealer Manager and Solicitation Agent Agreement • September 22nd, 2023 • Indie Semiconductor, Inc. • Semiconductors & related devices • New York
Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of a majority of the number of the outstanding warrants (which is the minimum number required to amend that certain warrant agreement, dated as of August 8, 2019, by and between the Company (as successor to Thunder Bridge Acquisition II, Ltd., the Company’s predecessor and a Cayman Islands exempted company and, after a series of transactions, Thunder Bridge II Surviving Pubco, Inc., a Delaware corporation) and Continental Stock Transfer & Trust Company, as warrant agent, as amended by the Assignment, Assumption and Amendment Agreement, dated as of June 10, 2021 (the “Warrant Agreemen
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.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 23rd, 2021 • Thunder Bridge II Surviving Pubco, Inc. • Semiconductors & related devices • 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
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”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 22nd, 2023 • Indie Semiconductor, Inc. • Semiconductors & related devices • New York
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 22, 2023, is entered into by and among indie Semiconductor, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Warrant Holder” and, together with the Public Warrant Holders, the “Warrant Holders,” and each, a “Warrant Holder”).
GESTION JEAPE 2 INC., GESTION FMSR 2 INC., GESTION GLMC 2 INC., GESTION DCJC 2 INC., DANIEL COULOMBE, BDC CAPITAL INC.,Share Purchase Agreement • September 2nd, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware
BETWEEN: 9445-3461 Quebec inc., a corporation incorporated under the laws of the province of Quebec, Canada, having its principal place of business at 2828, Laurier Boulevard, Norton Rose Fulbright Tower, suite 1500, Quebec, province of Quebec, Canada, G1V 0B9;
OPTION SETTLEMENT AGREEMENT dated ● and made:Option Settlement Agreement • September 2nd, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • Quebec
BETWEEN: TERAXION INC., a corporation governed by the laws of the province of Quebec, Canada, having its principal place of business at 2716, Einstein Street, Québec, province of Quebec, Canada, G1P 4S8, herein represented by ●, its ●, duly authorized as he so declares;
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”).
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • March 3rd, 2023 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware
THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of March 3, 2023, is made and entered into by and among indie Semiconductor, Inc., a Delaware corporation (“Parent”), GEO Semiconductor Inc., a Delaware corporation, and any successor thereto (the “Company”), and Shareholder Representative Services LLC, as the Securityholders’ Agent, as an authorized representative on behalf of the parties set forth on Schedule 1 hereto (collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.8 of this Agreement, the “Holders”).
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”).
PHANTOM UNITS AWARD AGREEMENTPhantom Equity Award Agreement • December 3rd, 2021 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware
This Phantom Equity Award Agreement (this “Agreement”) will be made and entered into as of December __, 2020 by and between Ay Dee Kay, LLC (the “Company”), and (the “Service Provider”). Unless otherwise specified herein, all capitalized terms in this Agreement shall have the same meaning ascribed to such terms under the Phantom Equity Plan of the Company (the “Plan”) and the MTA (as defined in the Plan).
AGREEMENT AND PLAN OF MERGER by and among: indie Semiconductor, Inc., a Delaware corporation; Geo Semiconductor Inc., a Delaware corporation; Gonzaga Merger Sub Inc., a Delaware corporation; and Shareholder Representative Services LLC, as the...Merger Agreement • February 10th, 2023 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of February 9, 2023, by and among: indie Semiconductor, Inc., a Delaware corporation (“Parent”); Gonzaga Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”); Geo Semiconductor Inc., a Delaware corporation (the “Company”); and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Agent. Certain capitalized terms used in this Agreement are defined in Exhibit A.
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”).
Notice of Restricted Stock Unit Grant and Terms and Conditions of Restricted Stock Unit AwardRestricted Stock Unit Award • March 28th, 2023 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware
Effective [___________] (the “Award Date”), you (the “Participant”) have been granted an award (the “Award”) with respect to the following number of stock units (the “Restricted Stock Units”) subject to a time-based vesting schedule described below:
INDIE SEMICONDUCTOR, INC EARN OUT AWARDS AGREEMeNTEarn Out Awards Agreement • March 28th, 2022 • Indie Semiconductor, Inc. • Semiconductors & related devices • Delaware
This Earn Out Equity Award Agreement (this “Agreement”) will be made and entered into as of [●] by and between indie Semiconductor, Inc. (the “Company”), and [Employee Name] (the “Employee”). Unless otherwise specified herein, all capitalized terms in this Agreement shall have the same meaning ascribed to such terms under the Master Transactions Agreement, dated effective December 14, 2020, by and among Surviving Pubco, Thunder Bridge II, the Merger Subs named therein, indie, the ADK Blocker Group, ADK Service Provider Holdco, and the indie Securityholder Representative named therein, as amended, which created the Earn Out Equity Awards of the Company (the “MTA”).
AMENDMENT NO. 2 TO WARRANT AGREEMENTWarrant Agreement • October 25th, 2023 • Indie Semiconductor, Inc. • Semiconductors & related devices • New York
This amendment (this “Amendment”) is made as of October 25, 2023, by and between indie Semiconductor, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 14, 2019 by and between the Company (as successor to Thunder Bridge Acquisition II, Ltd., our predecessor and a Cayman Islands exempted company (“THBR”)) and Continental Stock Transfer & Trust Company (“CST”), as warrant agent as supplemented and amended by that certain Assignment, Assumption and Amendment Agreement by and between THBR, the Company and CST, dated June 10, 2021(the “Existing Warrant Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Existing Warrant Agreement.
indie Semiconductor, Inc. Purchase AgreementPurchase Agreement • November 21st, 2022 • Indie Semiconductor, Inc. • Semiconductors & related devices • New York
indie Semiconductor, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the Purchasers named in Schedule I hereto (the “Purchasers”), an aggregate of $140,000,000 principal amount of the Company’s 4.500% Convertible Senior Notes due 2027 (the “Firm Securities”) and also to issue and sell at the election of the Purchasers, up to an aggregate of $20,000,000 additional principal amount of the Company’s 4.500% Convertible Senior Notes due 2027 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Purchasers may elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”. The Securities will be convertible into cash, shares of Class A common stock (the “Underlying Shares”), par value $0.0001 per share (“Stock”), of the Company, or a combination of cash and Underlying Shares, at the Company’s election. The Underlying
Insert Date] Re: Employment Agreement Dear [_____]:Employment Agreement • December 23rd, 2022 • Indie Semiconductor, Inc. • Semiconductors & related devices
This letter agreement (“Agreement”) will set forth the terms of your employment with indie Semiconductor, Inc. (the “Company”) as its [insert title], reporting to the [For CEO: Board of Directors of the Company (the “Board”) or Chief Executive/Financial Officer], effective January 1, 2023 (the “Employment Date”). [For executives who are members of the Board: During your employment as Chief Executive Officer/President you will continue to serve on the Board.] You will be expected to diligently perform various duties consistent with your position. You will work at our headquarters office, which is located at 32 Journey, Aliso Viejo, California 92656 [or from your home office].
