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.
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”).
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
Thunder Bridge Acquisition II LLC 9912 Georgetown Pike, Suite D203 Great Falls, Virginia 22066 December 14, 2020Sponsor Earnout Letter • 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.
