Exhibit 10.7


 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS, prior to the consummation
of the transactions contemplated by the MTA, the Holders were Affiliates (as defined below) of Ay Dee Kay LLC, and therefore, pursuant
to Rule 145 of the Securities Act (as defined below), may be presumed to be underwriters with respect to the resale of the Merger Shares
(as defined below);


 


WHEREAS, in accordance with
the MTA, the Company has agreed to register the Merger Shares held by the Holders for resale under the Securities Act, and the Holders
and the Company desire to enter into this Agreement to provide the Holders with certain rights relating to the registration of the securities
held by them as of the date hereof;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1. DEFINITIONS.
The following capitalized terms used herein have the following meanings:


 


“Affiliate”
means, with respect to any specified Person, any Person that, directly or indirectly through one or more entities, controls or is controlled
by, or is under common control with, such specified Person. The term “control” (including the terms “controlled by”
and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business Combination”
means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar type of transaction, of one or more businesses or entities.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock”
means the Class A common stock, par value $0.0001 per share, of the Company.


 




     


     


    

 


“Company”
is defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.2.1.


 


“Demanding Holder”
is defined in Section 2.2.1.


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement, the 90th calendar day following the Filing Date (or in
the event the Registration Statement receives a “full review” by the Commission, the 120th day following the Filing Date)
and with respect to any additional Registration Statements which may be required pursuant to Sections 2.2 and 2.3, the 90th calendar day
following the date on which an additional Registration Statement is required to be filed hereunder; provided, however, that in the event
the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject
to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Business Day following the
date on which the Company is so notified if such date precedes the dates otherwise required above; provided, further, that, if the Effectiveness
Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which the Commission is authorized or required
by law or other government actions to close, the Effectiveness Date shall be the following Business Day.


 


“Effectiveness
Period” shall have the meaning set forth in Section 2.1.1


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 


“Filing Date”
means, with respect to the Initial Registration Statement required hereunder, the 30th calendar day following the date hereof and, with
respect to any additional Registration Statements which may be required pursuant to Sections 2.2 and 2.3, the earliest practical date
on which the Company is permitted by Commission Guidance to file such additional Registration Statement related to the Registrable Securities;
provided, however, that, if the Filing Date falls on a Saturday, Sunday or any other day which shall be a legal holiday or a day on which
the Commission is authorized or required by law or other government actions to close, the Filing Date shall be the following Business
Day.


 


“Form S-3”
is defined in Section 2.4.


 


“Holder”
is defined in the preamble to this Agreement.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial Registration
Statement” means the Registration Statement required to be filed pursuant to Section 2.1.


 


“Holder Indemnified
Party” is defined in Section 4.1.


 




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“Maximum Number
of Shares” is defined in Section 2.2.4.


 


“Merger Shares” means
the shares of Common Stock of the Company issued or issuable to the Holders pursuant to the terms of the Exchange Agreement.


 


“Notices”
is defined in Section 6.3.


 


“Piggy-Back Registration”
is defined in Section 2.3.1.


 


“Pro Rata”
is defined in Section 2.2.4.


 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations
promulgated thereunder, and such registration statement becoming effective.


 


“Registrable Securities”
means (i) the Merger Shares, (ii) any shares of Common Stock acquired by the
Holders in connection with the Business Combination, (iii) the Earn-out Shares, and (iii) any warrants, shares of capital stock or other
securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement of such Merger
Shares and/or such Earn-out Shares. As to any particular Registrable Securities, such securities shall cease to be Registrable
Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b)
such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall
have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act;
(c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without
volume limitations.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 


“Underwriter”
means, solely for the purposes of this Agreement, a securities dealer who purchases any Registrable Securities as principal in an underwritten
offering and not as part of such dealer’s market-making activities.


 






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2. REGISTRATION
RIGHTS.


 


2.1 Shelf
Registration.


 


2.1.1 On or prior to each
Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all or such maximum
portion of the Registrable Securities as permitted by SEC Guidance (provided that, the Company shall use diligent efforts to advocate
with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation,
the Manual of Publicly Available Telephone Interpretations D.29) that are not then registered on an effective Registration Statement for
an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (except
if the Company is then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on Form S-3
in accordance herewith) and shall contain the “Plan of Distribution” attached hereto as Annex A. Subject
to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause a Registration Statement to be declared
effective under the Securities Act as promptly as practicable after the filing thereof, but in any event prior to the applicable Effectiveness
Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities
Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold without volume or manner-of-sale
restrictions pursuant to Rule 144, without the requirement for the Company to be in compliance with the current public information requirement
under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable
to the Transfer Agent and the affected Holders (the “Effectiveness Period”). The Company shall telephonically
request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Business Day. The Company shall promptly notify
the Holders by e-mail of the effectiveness of a Registration Statement on the same Business Day that the Company telephonically confirms
effectiveness with the Commission. The Company shall, no later than the second Business Day after the effective date of such Registration
Statement, file a final Prospectus with the Commission as required by Rule 424.


 


2.1.2 Notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to
be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the
Commission for the registration of all or a greater portion of Registrable Securities), the number of Registrable Securities to be registered
shall be reduced on a on a pro rata basis based on the total number of Registrable Securities held by such Holders (such proportion is
referred to herein as “Pro Rata”). In the event of a reduction hereunder, the Company shall give the Holder
at least five (5) Business Days prior written notice along with the calculations as to such Holder’s allotment. Promptly after such
SEC Guidance is no longer applicable with respect to some or all of the remaining unregistered Registrable Securities, the Company shall
file an additional Registration Statement in accordance with this Section 2 to with respect to such shares.


 


2.1.3 Each Holder
agrees to furnish to the Company a completed Selling Stockholder Questionnaire within five (5) Business Days following the date of
this Agreement. Each Holder further acknowledges and agrees that it shall not be entitled to be named as a selling security holder
in the Registration Statement or use the Prospectus for offers and resales of Registrable Securities at any time, unless such Holder
has returned to the Company a completed and signed Selling Stockholder Questionnaire. If a Holder of Registrable Securities returns
a Selling Stockholder Questionnaire after the deadline specified in the previous sentence, the Company shall use its commercially
reasonable efforts to take such actions as are required to name such Holder as a selling security holder in the Registration
Statement or any pre-effective or post-effective amendment thereto and to include (to the extent not theretofore included) in the
Registration Statement the Registrable Securities identified in such late Selling Stockholder Questionnaire; provided that the
Company shall not be required to file an additional Registration Statement solely for such shares. Each Holder acknowledges and
agrees that the information in the Selling Stockholder Questionnaire will be used by the Company in the preparation of the
Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.


 






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2.2 Demand
Registration.


 


2.2.1 Request
for Registration. At any time and from time to time on or after the date of this Agreement, the Holders
of twenty-five percent (25%) of the Registrable Securities, or the transferees
of the Holders, may make a written demand for registration under the Securities Act of all or part of their Registrable Securities, as
the case may be (a “Demand Registration” ). Any demand for a Demand Registration shall specify the number of
shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will within
ten (10) days of the Company’s receipt of the Demand Registration notify all holders of Registrable Securities of the demand,
and each holder of Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the
Demand Registration (each such holder including shares of Registrable Securities in such registration, a “Demanding Holder”)
shall so notify the Company within five (5) days after the receipt by the holder of the notice from the Company. Upon any such request,
the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4
and the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect no more than an aggregate of three (3) Demand
Registrations under this Section 2.1.1 in respect of all Registrable Securities.


 


2.2.2 Effective
Registration. A registration will not count as a Demand Registration until the Registration Statement
filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of
its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared
effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction
of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will
be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that
the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted
as a Demand Registration or is terminated.


 


2.2.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise
the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant
to such Demand Registration shall be in the form of an underwritten offering. In such event, the right of any holder to include its
Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the
inclusion of such holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders
proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in
customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders
initiating the Demand Registration.


 






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2.2.4 Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an
underwritten offering advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable
Securities which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which
the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual
piggy-back registration rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum
number of shares that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum
Number of Shares” ), then the Company shall include in such registration: (i) first, the Registrable Securities as to which
Demand Registration has been requested by the Demanding Holders (Pro Rata in accordance with the number of shares that each such Person
has requested be included in such registration, regardless of the number of shares held by each such Person) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum
Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i)
and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.


 


2.2.5 Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the
Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration
provided for in Section 2.1.


 






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2.3 Piggy-Back
Registration.


 


2.3.1 Piggy-Back
Rights. If at any time on or after the date of this Agreement the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for
shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation,
pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other
benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an
offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the
Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in
no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or
Underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to
register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days
following receipt of such notice (a “Piggy-Back Registration” ). The Company shall cause such Registrable
Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a
proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the
same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable
Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to
distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an
underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.
Notwithstanding the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth
under this Section 2.2.1 with respect to the Registrable Securities shall terminate on the seventh anniversary of the Effective
Date.


 


2.3.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be
an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of
shares of Common Stock which the Company desires to sell, taken together with the shares of Common Stock, if any, as to which registration
has been demanded pursuant to written contractual arrangements with persons other than the holders of Registrable Securities hereunder,
the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any,
as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of
the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 


a) If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any,
comprised of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual
piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares;
and (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the
shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to
written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of
Shares;


 






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b) If
the registration is a “demand” registration undertaken at the demand of persons other than the holders of Registrable Securities,
(A) first, the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration
has been requested pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities
for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons,
that can be sold without exceeding the Maximum Number of Shares.


 


2.3.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4 Unlimited Piggy-Back Registration Rights.
For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a
Demand Registration effected under Section 2.1 hereof. The Holders shall have unlimited Piggy Back Registration Rights.


 


2.3.4 Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time, request
in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form
registration which may be available at such time (“Form S-3” ); provided, however, that the Company shall
not be obligated to effect such request through an underwritten offering. Upon receipt of such written request, the Company will
promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as
practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of
the Company, if any, of any other holder or holders joining in such request as are specified in a written request given within
fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated
to effect any such registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the
holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in
such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of
less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected
pursuant to Section 2.1.


 






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3. REGISTRATION
PROCEDURES.


 


3.1 Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities
pursuant to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance
with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing
Registration Statement. The Company shall use its best efforts to, as expeditiously as possible after
receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement
on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof,
and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective
for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for
up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to
which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by Chief Executive
Officer or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be materially
detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided further, however,
that the Company shall not have the right to exercise the right set forth in this provision more than once in any 365-day period in respect
of a Demand Registration hereunder.


 


3.1.2 Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge
to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits
thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary
prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any
such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.





 


3.1.3 Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective
amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep
such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and
other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution
set forth in such Registration Statement or such securities have been withdrawn.


 






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3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing,
notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify such holders
promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i)
when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective;
(iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent
the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such
Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered
by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the holders
of Registrable Securities included in such Registration Statement any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference,
the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal counsel for
any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal
counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement
or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their legal
counsel shall object.


 


3.1.5 State
Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph or subject itself to taxation in any such jurisdiction.





 


3.1.6 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting
agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition
of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made
to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable
Securities included in such registration statement. No holder of Registrable Securities included in such registration statement shall
be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s
organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material
agreements and organizational documents, and with respect to written information relating to such holder that such holder has furnished
in writing expressly for inclusion in such Registration Statement.


 






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3.1.7 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the
Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
Holders.


 


3.1.8 Records.
The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional
retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with
such Registration Statement.


 


3.1.9 Opinions
and Comfort Letters. Upon request, the Company shall furnish to each holder of Registrable Securities
included in any Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered
to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In
the event no legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included
in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect
that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10 Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission
and the Securities Act, and make available to its shareholders, as soon as practicable, an earnings statement covering a period of
twelve (12) months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.


 


3.1.11 Listing.
The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


 






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3.1.12 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds
in excess of $50,000,000,
the Company shall use its reasonable efforts to make available senior executives of the Company to
participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any underwritten
offering.


 


3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of
the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any
suspension by the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors,
of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence
of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition
of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives
the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to
transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver
to the Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering
such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand
Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected
pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees;
(ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements of counsel in
connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the fees and expenses incurred
in connection with the listing of the Registrable Securities as required by Section 3.1.11; (v) Financial Industry Regulatory
Authority fees; (vi) fees and disbursements of counsel for the Company and fees and expenses for independent certified public
accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters
requested pursuant to Section 3.1.9); and (viii) the reasonable fees and expenses of any special experts retained by the Company in
connection with such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions
attributable to the Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions
shall be borne by such holders. Additionally, in an underwritten offering, all selling shareholders and the Company shall
bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.


 


3.4 Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with Federal and applicable state securities laws. In addition,
the holders of Registrable Securities shall comply with all prospectus delivery requirements under the Securities Act and applicable SEC
regulations.


 






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4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Holder and each other holder
of Registrable Securities, and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents,
and each person, if any, who controls an Holder and each other holder of Registrable Securities (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party” ), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement
(or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission)
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by
the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or
inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Holder Indemnified
Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending
any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such
case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly
untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary
prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing,
by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same
basis as that of the indemnification provided above in this Section 4.1.


 


4.2 Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the
event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held
by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if
any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within
the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar
as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue
statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based
upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement
therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in
writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and
officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in
connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s
indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually
received by such selling holder.


 






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4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss,
claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person
(the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for
indemnification hereunder, notify such other person (the “Indemnifying Party” ) in writing of the loss,
claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the
Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such
Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the
Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the
Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all
other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After
notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or
action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that
in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall
have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its
controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the
Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party
if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened
proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by
such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from
all liability arising out of such claim or proceeding.


 


4.4 Contribution.


 


4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any
loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 






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4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.


 


4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.


 


5. RULE
144.


 


5.1 Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Securities
Act and the Exchange Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission.


 


6. MISCELLANEOUS.





 


6.1 Other
Registration Rights. The Company represents and warrants that, except as disclosed in Section 4.5 of
the MTA, no person, other than the holders of the Registrable Securities, has any right to require the Company to register any of the
Company’s share capital for sale or to include the Company’s share capital in any registration filed by the Company for the
sale of share capital for its own account or for the account of any other person.


 


6.2 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder
may not be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders
of Registrable Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and
to the extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Holders or holder of Registrable Securities
or of any assignee of the Holders or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits
on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.


 






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6.3 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices” ) required
or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed
given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such
service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next
business day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such
notice to a reputable air courier service with an order for next-day delivery.


 


To the Company:


 


indie Semiconductor


32 Journey


Aliso Viejo, California 92656


Attention: Tom Schiller, CFO


949 608 0854 (phone)


info@indiesemi.com

Tom@indiesemi.com


 


with a copy to:


 


Loeb & Loeb


345 Park Avenue


New York, New York 10154


Attention: Mitchell Nussbaum


Giovanni Caruso


(212) 407-4159


mnussbaum@loeb.com


gcaruso@loeb.com


 


To an Holder, to the address set forth
below such Holder’s name on Exhibit A hereto.


 


6.4 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.


 






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6.5 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.


 


6.6 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all
certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings,
negotiations and discussions between the parties, whether oral or written.


 


6.7 Modifications
and Amendments. No amendment, modification or termination of this Agreement shall be binding upon the
Company unless executed in writing by the Company. No amendment, modification or termination of this Agreement shall be binding upon the
holders of the Registrable Securities unless executed in writing by the holders of the majority Registrable Securities.


 


6.8 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not
affect the construction of any provision of this Agreement.


 


6.9 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party
has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by
such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach
or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained
shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver
or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any
other obligations or acts.


 


6.10 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be
observed or performed under this Agreement, the Holder or any other holder of Registrable Securities may proceed to protect and enforce
its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or
equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies
conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to
any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.11 Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to
any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.


 


6.12 Waiver
of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury
in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or
relating to this Agreement, the transactions contemplated hereby, or the actions of the Holder in the negotiation, administration, performance
or enforcement hereof.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.


 


	 	COMPANY:
	 	 
	 	THUNDER BRIDGE II SURVIVING PUBCO, INC., 
	 	 
	 	By:	/s/ Gary A. Simanson
	 	Name:	Gary A. Simanson
	 	Title:	Chief Executive Officer
	 	 	 
	 	HOLDERS:
	 	 	 
	 	/s/ Donald McClymont
	 	Donald McClymont
	 	 	 
	 	/s/ Ichiro Aoki
	 	Ichiro Aoki
	 	 	 
	 	/s/ Scott Kee
	 	Scott Kee
	 	 	 
	 	/s/ David Kang
	 	David Kang
	 	 	 
	 	BISON CAPITAL PARTNERS IV, L.P.
	 	 	 
	 	By: 	/s/ Peter Macdonald
	 	Name: 	Peter Macdonald
	 	Title: 	Managing Member of the General Partner
	 	 	 
	 	/s/ Thomas Schiller
	 	Thomas Schiller
	 	 	 
	 	GODUBS, INC.
	 	 	 
	 	By: 	/s/ Steve Fu
	 	Name:  	Steve Fu
	 	Title:	 





 




    18


     


    

 


Exhibit A


 


Name and Address of Holders


 


To all Holders:


 




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ANNEX A


 


Once issued and upon effectiveness
of the registration statement of which this prospectus forms a part, the securities beneficially owned by the Selling Stockholders covered
by this prospectus may be offered and sold from time to time by the Selling Stockholders. The term “Selling Stockholders”
includes donees, pledgees, transferees or other successors in interest selling securities received after the date of this prospectus from
a Selling Stockholder as a gift, pledge, partnership distribution or other transfer. The Selling Stockholders will act independently of
us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in
the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price
or in negotiated transactions. Each Selling Stockholder reserves the right to accept and, together with its respective agents, to reject,
any proposed purchase of securities to be made directly or through agents. The Selling Stockholders and any of their permitted transferees
may sell their securities offered by this prospectus on any stock exchange, market or trading facility on which the securities are traded
or in private transactions.


 


Subject to the limitations set
forth in any applicable registration rights agreement, the Selling Stockholders may use any one or more of the following methods when
selling the securities offered by this prospectus:


 


		●	purchases by a broker-dealer as principal and resale by such broker-dealer
for its own account pursuant to this prospectus;



 


		●	ordinary brokerage transactions and transactions in which the
broker solicits purchasers;



 


		●	block trades in which the broker-dealer so engaged will attempt
to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;



 


		●	an over-the-counter distribution in accordance with the rules
of the applicable exchange;



 


		●	settlement of short sales entered into after the date of this
prospectus;



 


		●	agreements with broker-dealers to sell a specified number of the
securities at a stipulated price per share;



 


		●	in “at the market” offerings, as defined in Rule 415
under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market
prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange
or other similar offerings through sales agents;



 


		●	directly to purchasers, including through a specific bidding,
auction or other process or in privately negotiated transactions;



 






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		●	through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;



 





		●	through a combination of any of the above methods of sale; or



 


		●	any other method permitted pursuant to applicable law.



 


In addition, a Selling Stockholder
that is an entity may elect to make a pro rata in-kind distribution of securities to its members, partners or stockholders
pursuant to the registration statement of which this prospectus is a part by delivering a prospectus with a plan of distribution. Such
members, partners or stockholders would thereby receive freely tradeable securities pursuant to the distribution through a registration
statement. To the extent a distributee is an affiliate of ours (or to the extent otherwise required by law), we may file a prospectus
supplement in order to permit the distributees to use the prospectus to resell the securities acquired in the distribution.


 


The Selling Stockholders also
may transfer the securities in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the
selling beneficial owners for purposes of this prospectus. Upon being notified by a Selling Stockholder that a donee, pledgee, transferee,
other successor-in-interest intends to sell our securities, we will, to the extent required, promptly file a supplement to this prospectus
to name specifically such person as a Selling Stockholder.


 


 


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